EXHIBIT
      10.2 

    Expiration
      Date: 

    
 

    NEITHER
      THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR
      THE
      SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED
      OR
      QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES
      LAWS. SUCH SECURITIES MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF
      (I)
      IN THE ABSENCE OF (A) EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER
      THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL, IN A
      FORM
      REASONABLY ACCEPTABLE TO THE COMPANY, THAT SUCH TRANSFER MAY BE MADE WITHOUT
      REGISTRATION OR QUALIFICATION UNDER SAID ACT OR (II) UNLESS SUCH TRANSFER IS
      MADE PURSUANT TO RULE 144 UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE
      SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR
      OTHER
      LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

    


    SMARTVIDEO
      TECHNOLOGIES, INC.

    


    WARRANT

    


    Warrant
      No.: _________

    Number
      of
      Shares: ____________  

    Date
      of
      Issuance: July 17, 2006 ("Issuance
      Date")

    


    


    SmartVideo
      Technologies, Inc., a Delaware corporation (the "Company"),
      hereby certifies that, for value received, the receipt and sufficiency of which
      are hereby acknowledged, _______________, the registered holder hereof or its
      permitted assigns (the "Holder"),
      is
      entitled, subject to the terms set forth below, to purchase from the Company,
      at
      the Exercise Price (as defined below) then in effect, at any time or times
      on or
      after the date hereof, but not after 11:59 p.m., New York Time, on the
      Expiration Date (as defined below), _________________________ fully paid
      nonassessable shares of Common Stock (as defined below) (the
      "Warrant
      Shares").
      Except as otherwise defined herein, capitalized terms in this Warrant shall
      have
      the meanings set forth in Section 16. This Warrant (including all Warrants
      issued in exchange, transfer or replacement hereof, the "Warrants")
      is one
      of the Warrants (the "SPA
      Warrants")
      issued
      pursuant to Section 1 of that certain Securities Purchase Agreement, dated
      as of
      July 7, 2006 (the "Subscription
      Date"),
      among
      the Company and the investors (the "Buyers")
      referred to therein (the "Securities
      Purchase Agreement").

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    1.    EXERCISE
      OF WARRANT.

    


    (a) Mechanics
      of Exercise.
      Subject
      to the terms and conditions hereof (including, without limitation, the
      limitations set forth in Section 1(f)), this Warrant may be exercised by the
      Holder on any day on or after the date hereof, in whole or in part, by
      (i) delivery of a written notice, in the form attached hereto as
Exhibit
      A
      (the
      "Exercise
      Notice"),
      of
      the Holder's election to exercise this Warrant and (ii) (A) payment to the
      Company of an amount equal to the applicable Exercise Price multiplied by the
      number of Warrant Shares as to which this Warrant is being exercised (the
      "Aggregate
      Exercise Price")
      in
      cash or wire transfer of immediately available funds or (B) by notifying the
      Company that this Warrant is being exercised pursuant to a Cashless Exercise
      (as
      defined in Section 1(d)). Upon exercise in full of this Warrant, the Holder
      shall deliver the original Warrant in order to effect an exercise hereunder,
      or,
      in the alternative, an affidavit of lost instrument in form reasonably
      satisfactory to the Company. Execution and delivery of the Exercise Notice
      with
      respect to less than all of the Warrant Shares shall have the same effect as
      cancellation of the original Warrant and issuance of a new Warrant evidencing
      the right to purchase the remaining number of Warrant Shares. On or before
      the
      first Business Day following the date on which the Company has received each
      of
      the Exercise Notice and the Aggregate Exercise Price (or notice of a Cashless
      Exercise) (the "Exercise
      Delivery Documents"),
      the
      Company shall transmit by facsimile an acknowledgment of confirmation of receipt
      of the Exercise Delivery Documents to the Holder and the Company's transfer
      agent (the "Transfer
      Agent").
      On or
      before the third Business Day following the date on which the Company has
      received all of the Exercise Delivery Documents (the "Share
      Delivery Date"),
      the
      Company shall (X) provided that the Transfer Agent is participating in The
      Depository Trust Company ("DTC")
      Fast
      Automated Securities Transfer Program and if the Holder is entitled to receive
      shares not bearing a legend pursuant to Section 2(g) of the Securities Purchase
      Agreement, upon the request of the Holder, credit such aggregate number of
      shares of Common Stock to which the Holder is entitled pursuant to such exercise
      to the Holder's or its designee's balance account with DTC through its Deposit
      Withdrawal Agent Commission system, or (Y) if the Transfer Agent is not
      participating in the DTC Fast Automated Securities Transfer Program, issue
      and
      dispatch by overnight courier to the address as specified in the Exercise
      Notice, a certificate, registered in the Company's share register in the name
      of
      the Holder or its designee, for the number of shares of Common Stock to which
      the Holder is entitled pursuant to such exercise. Upon delivery of the Exercise
      Notice and Aggregate Exercise Price referred to in clause (ii)(A) above or
      notification to the Company of a Cashless Exercise referred to in Section 1(d),
      the Holder shall be deemed for all corporate purposes to have become the holder
      of record of the Warrant Shares with respect to which this Warrant has been
      exercised, irrespective of the date of delivery of the certificates evidencing
      such Warrant Shares. If this Warrant is submitted in connection with any
      exercise pursuant to this Section 1(a) and the number of Warrant Shares
      represented by this Warrant submitted for exercise is greater than the number
      of
      Warrant Shares being acquired upon an exercise, then the Company shall as soon
      as practicable and in no event later than three Business Days after any exercise
      and at its own expense, issue a new Warrant (in accordance with Section 7(d))
      representing the right to purchase the number of Warrant Shares purchasable
      immediately prior to such exercise under this Warrant, less the number of
      Warrant Shares with respect to which this Warrant is exercised. No fractional
      shares of Common Stock are to be issued upon the exercise of this Warrant,
      but
      rather the number of shares of Common Stock to be issued shall be rounded up
      to
      the nearest whole number. The Company shall pay any and all taxes which may
      be
      payable with respect to the issuance and delivery of Warrant Shares upon
      exercise of this Warrant. 

    


    
      
        
        

      

      
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    (b) Exercise
      Price.
      For
      purposes of this Warrant, "Exercise
      Price"
      means
      $2.50, subject to adjustment as provided herein.

    


    (c) Company's
      Failure to Timely Deliver Securities.
      If the
      Company shall fail for any reason or for no reason to issue to the Holder within
      three (3) Business Days of receipt of the Exercise Delivery Documents, a
      certificate for the number of shares of Common Stock to which the Holder is
      entitled and register such shares of Common Stock on the Company's share
      register or to credit the Holder's balance account with DTC for such number
      of
      shares of Common Stock to which the Holder is entitled upon the Holder's
      exercise of this Warrant, then, in addition to all other remedies available
      to
      the Holder, the Company shall pay in cash to the Holder on each day after such
      third Business
      Day that the issuance of such shares of Common Stock is not timely effected
      an
      amount equal to 1.5% of the product of (A) the sum of the number of shares
      of
      Common Stock not issued to the Holder on a timely basis and to which the Holder
      is entitled and (B) the Closing Sale Price of the shares of Common Stock on
      the
      trading day immediately preceding the last possible date which the Company
      could
      have issued such shares of Common Stock to the Holder without violating Section
      1(a). In addition to the foregoing, if within three (3) trading days after
      the
      Company's receipt of the facsimile copy of a Exercise Notice the Company shall
      fail to issue and transmit for delivery a certificate to the Holder and register
      such shares of Common Stock on the Company's share register or credit the
      Holder's balance account with DTC for the number of shares of Common Stock
      to
      which the Holder is entitled upon such holder's exercise hereunder, and if
      on or
      after such Trading Day the Holder purchases (in an open market transaction
      or
      otherwise) shares of Common Stock to deliver in satisfaction of a sale by the
      Holder of shares of Common Stock issuable upon such exercise that the Holder
      anticipated receiving from the Company (a "Buy-In"),
      then
      the Company shall, within three Business Days after the Holder's request and
      in
      the Holder's discretion, either (i) pay cash to the Holder in an amount equal
      to
      the Holder's total purchase price (including brokerage commissions, if any)
      for
      the shares of Common Stock so purchased (the "Buy-In
      Price"),
      at
      which point the Company's obligation to deliver such certificate (and to issue
      such shares of Common Stock) shall terminate, or (ii) promptly honor its
      obligation to deliver to the Holder a certificate or certificates representing
      such shares of Common Stock and pay cash to the Holder in an amount equal to
      the
      excess (if any) of the Buy-In Price over the product of (A) such number of
      shares of Common Stock, times (B) the Closing Bid Price on the date of
      exercise.

    


    (d) Cashless
      Exercise.
       Notwithstanding
      anything contained herein to the contrary, if a Registration Statement (as
      defined in the Registration Rights Agreement) covering the Warrant Shares that
      are the subject of the Exercise Notice (the "Unavailable
      Warrant Shares")
      is not
      available for the resale of such Unavailable Warrant Shares, the Holder may,
      in
      its sole discretion, exercise this Warrant in whole or in part and, in lieu
      of
      making the cash payment otherwise contemplated to be made to the Company upon
      such exercise in payment of the Aggregate Exercise Price, elect instead to
      receive upon such exercise the "Net Number" of shares of Common Stock determined
      according to the following formula (a "Cashless
      Exercise"):

    


    
      
        
        

      

      
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    Net
      Number = (A
      x
      B) - (A x C)

    B

    For
      purposes of the foregoing formula:

     

    A=
      the
      total number of shares with respect to which this Warrant is then being
      exercised.

     

    B=
      the
      Closing Sale Price of the shares of Common Stock (as reported by Bloomberg)
      on
      the date immediately preceding the date of the Exercise Notice.

     

    C=
      the
      Exercise Price then in effect for the applicable Warrant Shares at the time
      of
      such exercise.

     

    (e) Disputes.
      In the
      case of a dispute as to the determination of the Exercise Price or the
      arithmetic calculation of the Warrant Shares, the Company shall promptly issue
      to the Holder the number of Warrant Shares that are not disputed and resolve
      such dispute in accordance with Section 13.

    


    (f) Limitations
      on Exercises.
      The
      Company shall not effect the exercise of this Warrant, and the Holder shall
      not
      have the right to exercise this Warrant, to the extent that after giving effect
      to such exercise, such Person (together with such Person's affiliates) would
      beneficially own in excess of 4.99% of the shares of Common Stock outstanding
      immediately after giving effect to such exercise. For purposes of the foregoing
      sentence, the aggregate number of shares of Common Stock beneficially owned
      by
      such Person and its affiliates shall include the number of shares of Common
      Stock issuable upon exercise of this Warrant with respect to which the
      determination of such sentence is being made, but shall exclude shares of Common
      Stock which would be issuable upon (i) exercise of the remaining, unexercised
      portion of this Warrant beneficially owned by such Person and its affiliates
      and
      (ii) exercise or conversion of the unexercised or unconverted portion of any
      other securities of the Company beneficially owned by such Person and its
      affiliates (including, without limitation, any convertible notes or convertible
      preferred stock or warrants) subject to a limitation on conversion or exercise
      analogous to the limitation contained herein. Except as set forth in the
      preceding sentence, for purposes of this paragraph, beneficial ownership shall
      be calculated in accordance with Section 13(d) of the Securities Exchange Act
      of
      1934, as amended. For purposes of this Warrant, in determining the number of
      outstanding shares of Common Stock, the Holder may rely on the number of
      outstanding shares of Common Stock as reflected in (1) the Company's most recent
      Form 10-K, Form 10-Q, Current Report on Form 8-K or other public filing with
      the
      Securities and Exchange Commission, as the case may be, (2) a more recent public
      announcement by the Company or (3) any other notice by the Company or the
      Transfer Agent setting forth the number of shares of Common Stock outstanding.
      For any reason at any time, upon the written or oral request of the Holder,
      the
      Company shall within one Business Day confirm orally and in writing to the
      Holder the number of shares of Common Stock then outstanding. In any case,
      the
      number of outstanding shares of Common Stock shall be determined after giving
      effect to the conversion or exercise of securities of the Company, including
      the
      SPA Warrants, by the Holder and its affiliates since the date as of which such
      number of outstanding shares of Common Stock was reported.

    


    
      
        
        

      

      
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    2.    ADJUSTMENT
      OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES.
      The
      Exercise Price and the number of Warrant Shares shall be adjusted from time
      to
      time as follows:

    


    (a)    Adjustment
      upon Issuance of Common Stock.
      If and
      whenever on or after the Subscription Date, the Company issues or sells, or
      in
      accordance with this Section 2 is deemed to have issued or sold, any shares
      of
      Common Stock (including the issuance or sale of shares of Common Stock owned
      or
      held by or for the account of the Company, but excluding Excluded Securities)
      for a consideration per share (the "New
      Issuance Price")
      less
      than a price (the "Applicable
      Price")
      equal
      to the Exercise Price in effect immediately prior to such issue or sale or
      deemed issuance or sale (the foregoing, a "Dilutive
      Issuance"),
      then
      immediately after such Dilutive Issuance the Exercise Price then in effect
      shall
      be reduced to an amount equal to the New Issuance Price. Upon each such
      adjustment of the Exercise Price hereunder, the number of Warrant Shares shall
      be adjusted to the number of shares of Common Stock determined by multiplying
      the Exercise Price in effect immediately prior to such adjustment by the number
      of Warrant Shares acquirable upon exercise of this Warrant immediately prior
      to
      such adjustment and dividing the product thereof by the Exercise Price resulting
      from such adjustment. For purposes of determining the adjusted Exercise Price
      under this Section 2(a), the following shall be applicable:

    


    (i) Issuance
      of Options.
      If the
      Company in any manner grants any Options and the lowest price per share for
      which one share of Common Stock is issuable upon the exercise of any such Option
      or upon conversion, exercise or exchange of any Convertible Securities issuable
      upon exercise of any such Option is less than the Applicable Price, then such
      share of Common Stock shall be deemed to be outstanding and to have been issued
      and sold by the Company at the time of the granting or sale of such Option
      for
      such price per share. For purposes of this Section 2(a)(i), the "lowest price
      per share for which one share of Common Stock is issuable upon exercise of
      any
      such Option or upon conversion, exercise or exchange of any Convertible
      Securities" shall be equal to the sum of the lowest amounts of consideration
      (if
      any) received or receivable by the Company with respect to any one share of
      Common Stock upon the granting or sale of the Option, upon exercise of the
      Option and upon conversion, exercise or exchange of any Convertible Security
      issuable upon exercise of such Option. No further adjustment of the Exercise
      Price or number of Warrant Shares shall be made upon the actual issuance of
      such
      Common Stock or of such Convertible Securities upon the exercise of such Options
      or upon the actual issuance of such Common Stock upon conversion, exercise
      or
      exchange of such Convertible Securities. 

    


    (ii) Issuance
      of Convertible Securities.
      If the
      Company in any manner issues or sells any Convertible Securities and the lowest
      price per share for which one share of Common Stock is issuable upon the
      conversion, exercise or exchange thereof is less than the Applicable Price,
      then
      such share of Common Stock shall be deemed to be outstanding and to have been
      issued and sold by the Company at the time of the issuance or sale of such
      Convertible Securities for such price per share. For the purposes of this
      Section 2(a)(ii), the "lowest price per share for which one share of Common
      Stock is issuable upon the conversion, exercise or exchange" shall be equal
      to
      the sum of the lowest amounts of consideration (if any) received or receivable
      by the Company with respect to one share of Common Stock upon the issuance
      or
      sale of the Convertible Security and upon conversion, exercise or exchange
      of
      such Convertible Security. No further adjustment of the Exercise Price or number
      of Warrant Shares shall be made upon the actual issuance of such Common Stock
      upon conversion, exercise or exchange of such Convertible Securities, and if
      any
      such issue or sale of such Convertible Securities is made upon exercise of
      any
      Options for which adjustment of this Warrant has been or is to be made pursuant
      to other provisions of this Section 2(a), no further adjustment of the Exercise
      Price or number of Warrant Shares shall be made by reason of such issue or
      sale.


    


    
      
        
        

      

      
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    (iii) Change
      in Option Price or Rate of Conversion.
      If the
      purchase price provided for in any Options, the additional consideration, if
      any, payable upon the issue, conversion, exercise or exchange of any Convertible
      Securities, or the rate at which any Convertible Securities are convertible
      into
      or exercisable or exchangeable for Common Stock increases or decreases at any
      time, the Exercise Price and the number of Warrant Shares in effect at the
      time
      of such increase or decrease shall be adjusted to the Exercise Price and the
      number of Warrant Shares which would have been in effect at such time had such
      Options or Convertible Securities provided for such increased or decreased
      purchase price, additional consideration or increased or decreased conversion
      rate, as the case may be, at the time initially granted, issued or sold. For
      purposes of this Section 2(a)(iii), if the terms of any Option or Convertible
      Security that was outstanding as of the date of issuance of this Warrant are
      increased or decreased in the manner described in the immediately preceding
      sentence, then such Option or Convertible Security and the Common Stock deemed
      issuable upon exercise, conversion or exchange thereof shall be deemed to have
      been issued as of the date of such increase or decrease. No adjustment pursuant
      to this Section 2(a) shall be made if such adjustment would result in an
      increase of the Exercise Price then in effect or a decrease in the number of
      Warrant Shares.

    


    (b) Calculation
      of Consideration Received.
      In case
      any Option is issued in connection with the issue or sale of other securities
      of
      the Company, together comprising one integrated transaction in which no specific
      consideration is allocated to such Options by the parties thereto, the Options
      will be deemed to have been issued for a consideration of $0.0001. If any Common
      Stock, Options or Convertible Securities are issued or sold or deemed to have
      been issued or sold for cash, the consideration received therefor will be deemed
      to be the net amount received by the Company therefor. If any Common Stock,
      Options or Convertible Securities are issued or sold for a consideration other
      than cash, the amount of such consideration received by the Company will be
      the
      fair value of such consideration, except where such consideration consists
      of
      securities, in which case the amount of consideration received by the Company
      will be the Closing Sale Price of such security on the date of receipt. If
      any
      Common Stock, Options or Convertible Securities are issued to the owners of
      the
      non-surviving entity in connection with any merger in which the Company is
      the
      surviving entity, the amount of consideration therefor will be deemed to be
      the
      fair value of such portion of the net assets and business of the non-surviving
      entity as is attributable to such Common Stock, Options or Convertible
      Securities, as the case may be. The fair value of any consideration other than
      cash or securities will be determined jointly by the Board of Directors of
      the
      Company and the holders of SPA Warrants representing at least a majority of
      the
      shares of Common Stock obtainable upon exercise of the SPA Warrants then
      outstanding. If such parties are unable to reach agreement within 10 days after
      the occurrence of an event requiring valuation (the "Valuation
      Event"),
      the
      fair value of such consideration will be determined within 15 Business
      Days after the tenth day following the Valuation Event by an independent,
      reputable appraiser jointly selected by the Company and the holders of SPA
      Warrants representing at least a majority of the shares of Common Stock
      obtainable upon exercise of the SPA Warrants then outstanding. The determination
      of such appraiser shall be final and binding upon all parties absent manifest
      error and the fees and expenses of such appraiser shall be borne by the Company.
      Notwithstanding anything else contained herein to the contrary, no penalties
      hereunder shall accrue to the Holder of this Warrant during the period of time
      that there is a good faith dispute between the Company and the Holder relating
      to the fair value of consideration received by the Company in connection with
      the issuance of any Common Stock, Options or Convertible Securities.


    


    
      
        
        

      

      
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    (c) Record
      Date.
      If the
      Company takes a record of the holders of Common Stock for the purpose of
      entitling them (A) to receive a dividend or other distribution payable in
      Common Stock, Options or in Convertible Securities or (B) to subscribe for
      or purchase Common Stock, Options or Convertible Securities, then such record
      date will be deemed to be the date of the issue or sale of the shares of Common
      Stock deemed to have been issued or sold upon the declaration of such dividend
      or the making of such other distribution or the date of the granting of such
      right of subscription or purchase, as the case may be.

    


    (d) Adjustment
      upon Subdivision or Combination of Common Stock.
      If the
      Company at any time after the date of issuance of this Warrant subdivides (by
      any stock split, stock dividend, recapitalization or otherwise) one or more
      classes of its outstanding shares of Common Stock into a greater number of
      shares, the Exercise Price in effect immediately prior to such subdivision
      will
      be proportionately reduced and the number of Warrant Shares will be
      proportionately increased. If the Company at any time after the date of issuance
      of this Warrant combines (by combination, reverse stock split or otherwise)
      one
      or more classes of its outstanding shares of Common Stock into a smaller number
      of shares, the Exercise Price in effect immediately prior to such combination
      will be proportionately increased and the number of Warrant Shares will be
      proportionately decreased. Any adjustment under this Section 2(b) shall become
      effective at the close of business on the date the subdivision or combination
      becomes effective.

    


    (e) Other
      Events.
      If any
      event occurs of the type contemplated by the provisions of this Section 2 but
      not expressly provided for by such provisions (including, without limitation,
      the granting of stock appreciation rights, phantom stock rights or other rights
      with equity features), then the Company's Board of Directors will make an
      appropriate adjustment in the Exercise Price and the number of Warrant Shares
      so
      as to protect the rights of the holder of this Warrant; provided that no such
      adjustment pursuant to this Section 2(c) will increase the Exercise Price or
      decrease the number of Warrant Shares as otherwise determined pursuant to this
      Section 2.

    


    
      
        
        

      

      
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    3.    RIGHTS
      UPON DISTRIBUTION OF ASSETS.
      If the
      Company shall declare or make any dividend or other distribution of its assets
      (or rights to acquire its assets) to holders of Common Stock, by way of return
      of capital or otherwise (including, without limitation, any distribution of
      cash, stock or other securities, property or options by way of a dividend,
      spin
      off, reclassification, corporate rearrangement or other similar transaction)
      (a
      "Distribution"),
      at
      any time after the issuance of this Warrant, then, in each such
      case:

    


    (a) any
      Exercise Price in effect immediately prior to the close of business on the
      record date fixed for the determination of holders of Common Stock entitled
      to
      receive the Distribution shall be reduced, effective as of the close of business
      on such record date, to a price determined by multiplying such Exercise Price
      by
      a fraction of which (i) the numerator shall be the Closing Bid Price of the
      Common Stock on the trading day immediately preceding such record date minus
      the
      value of the Distribution (as determined in good faith by the Company's Board
      of
      Directors) applicable to one share of Common Stock, and (ii) the denominator
      shall be the Closing Bid Price of the Common Stock on the trading day
      immediately preceding such record date; and

    


    (b) the
      number of Warrant Shares shall be increased to a number of shares equal to
      the
      number of shares of Common Stock obtainable immediately prior to the close
      of
      business on the record date fixed for the determination of holders of Common
      Stock entitled to receive the Distribution multiplied by the reciprocal of
      the
      fraction set forth in the immediately preceding paragraph (a); provided that
      in
      the event that the Distribution is of common stock ("Other
      Common Stock")
      of a
      company whose common stock is traded on a national securities exchange or a
      national automated quotation system, then the holder of this Warrant may elect
      to receive a warrant to purchase Other Common Stock in lieu of an increase
      in
      the number of Warrant Shares, the terms of which shall be identical to those
      of
      this Warrant, except that such warrant shall be exercisable into the number
      of
      shares of Other Common Stock that would have been payable to the holder of
      this
      Warrant pursuant to the Distribution had the holder exercised this Warrant
      immediately prior to such record date and with an aggregate exercise price
      equal
      to the product of the amount by which the exercise price of this Warrant was
      decreased with respect to the Distribution pursuant to the terms of the
      immediately preceding paragraph (a) and the number of Warrant Shares calculated
      in accordance with the first part of this paragraph (b).

     

    
      
        
        

      

      
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    4.    FUNDAMENTAL
      TRANSACTIONS.
      The
      Company shall not enter into or be party to a Fundamental Transaction unless
      (a)
      the
      Successor Entity assumes in writing all of the obligations of the Company under
      this Warrant and the other Transaction Documents in accordance with the
      provisions of this Section (4)
      pursuant
      to written agreements in form and substance satisfactory to the Required Holders
      and approved by the Required Holders prior to such Fundamental Transaction,
      including agreements to deliver to each holder of Warrants in exchange for
      such
      Warrants a security of the Successor Entity evidenced by a written instrument
      substantially similar in form and substance to this Warrant, including, without
      limitation, an adjusted exercise price equal to the value for the shares of
      Common Stock reflected by the terms of such Fundamental Transaction, and
      exercisable for a corresponding number of shares of capital stock equivalent
      to
      the shares of Common Stock acquirable and receivable upon exercise of this
      Warrant (without regard to any limitations on the exercise of this Warrant)
      prior to such Fundamental Transaction, and satisfactory to the Required Holders
      and (b)
      the
      Successor Entity (including its Parent Entity) is a publicly traded corporation
      whose common stock is quoted on or listed for trading on an Eligible
      Market.
      Upon
      the
      occurrence of any Fundamental Transaction, the Successor Entity shall succeed
      to, and be substituted for (so that from and after the date of such Fundamental
      Transaction, the provisions of this Warrant referring to the "Company" shall
      refer instead to the Successor Entity), and may exercise every right and power
      of the Company and shall assume all of the obligations of the Company under
      this
      Warrant with the same effect as if such Successor Entity had been named as
      the
      Company herein. Upon consummation of the Fundamental Transaction, the Successor
      Entity shall deliver to the Holder confirmation that there shall be issued
      upon
      exercise of this Warrant at
      any
      time after the consummation of the Fundamental Transaction, in lieu of the
      shares of the Common Stock (or
      other
      securities, cash, assets or other property) purchasable
      upon the exercise of the Warrant
      prior
      to
      such Fundamental Transaction,
      such
      shares of stock, securities, cash, assets or any other property whatsoever
      (including warrants or other purchase or subscription rights) which the Holder
      would have been entitled to receive upon the happening of such Fundamental
      Transaction had this Warrant
      been
      exercised immediately prior to such Fundamental Transaction, as adjusted in
      accordance with the provisions of this Warrant.
      In
      addition to and not in substitution for any other rights hereunder, prior to
      the
      consummation of any Fundamental Transaction pursuant to which holders of shares
      of Common Stock are entitled to receive securities or other assets with respect
      to or in exchange for shares of Common Stock (a "Corporate
      Event"),
      the
      Company shall make appropriate provision to insure that the Holder will
      thereafter have the right to receive upon an exercise of this Warrant
at
      any
      time after the consummation of
      the
      Fundamental Transaction but
      prior
      to the Expiration Date,
      in lieu
      of the shares of the Common Stock (or
      other
      securities, cash, assets or other property) purchasable
      upon the exercise of the Warrant prior to such Fundamental
      Transaction,
      such
      shares of stock, securities, cash, assets or any other property whatsoever
      (including warrants or other purchase or subscription rights) which the Holder
      would have
      been
      entitled to receive upon the happening of such Fundamental Transaction had
      the
      Warrant been exercised immediately prior to such Fundamental Transaction.
Provision
      made pursuant to the preceding sentence shall be in a form and substance
      reasonably satisfactory to the Required Holders. The provisions of this Section
      shall apply similarly and equally to successive Fundamental Transactions and
      Corporate Events. Provision made pursuant to the preceding sentence shall be
      in
      a form and substance satisfactory to the Required Holders. The provisions of
      this Section shall apply similarly and equally to successive Fundamental
      Transactions and Corporate Events and shall be applied without regard to any
      limitations on the exercise of this Warrant. Notwithstanding the foregoing,
      if
      the
      Successor Entity is not a publicly traded corporation whose common stock is
      quoted on or listed for trading on an Eligible Market, such Successor Entity
      agrees to pay the Holder, at the closing of the transactions contemplated by
      such Fundamental Transaction, for the outstanding Warrants immediately prior
      to
      the effective time of such Fundamental Transaction and in consideration of
      the
      cancellation of each such outstanding Warrant, an amount in cash determined
      according to the Black-Scholes Option Pricing Method.

    


    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    

    5. NONCIRCUMVENTION.
      The
      Company hereby covenants and agrees that the Company will not, by amendment
      of
      its Certificate of Incorporation or through any reorganization, transfer of
      assets, consolidation, merger, dissolution, issue or sale of securities, or
      any
      other voluntary action, avoid or seek to avoid the observance or performance
      of
      any of the terms of this Warrant, and will at all times in good faith carry
      out
      all the provisions of this Warrant and take all action as may be required to
      protect the rights of the holder of this Warrant. Without limiting the
      generality of the foregoing, the Company (i) will not increase the par
      value of any shares of Common Stock receivable upon the exercise of this Warrant
      above the Exercise Price then in effect, (ii) will take all such actions as
      may be necessary or appropriate in order that the Company may validly and
      legally issue fully paid and nonassessable shares of Common Stock
      upon the exercise of this Warrant, and (iii) will, so long as any of the SPA
      Warrants are outstanding, take all action necessary to reserve and keep
      available out of its authorized and unissued Common Stock, solely for the
      purpose of effecting the exercise of the SPA Warrants, 100% of the number of
      shares of Common Stock as shall from time to time be necessary to effect the
      exercise of the SPA Warrants then outstanding (without regard to any limitations
      on exercise).

    


    6. HOLDER
      NOT DEEMED A STOCKHOLDER.
      Except
      as otherwise specifically provided herein, no holder, solely in such Person's
      capacity as a holder, of this Warrant shall be entitled to vote or receive
      dividends or be deemed the holder of shares of the Company for any purpose,
      nor
      shall anything contained in this Warrant be construed to confer upon the holder
      hereof, solely in such Person's capacity as a holder of this Warrant, any of
      the
      rights of a shareholder of the Company or any right to vote, give or withhold
      consent to any corporate action (whether any reorganization, issue of stock,
      reclassification of stock, consolidation, merger, conveyance or otherwise),
      receive notice of meetings, receive dividends or subscription rights, or
      otherwise, prior to the issuance to the holder of this Warrant of the Warrant
      Shares which such Person is then entitled to receive upon the due exercise
      of
      this Warrant. In addition, nothing contained in this Warrant shall be construed
      as imposing any liabilities on such holder to purchase any securities (upon
      exercise of this Warrant or otherwise) or as a stockholder of the Company,
      whether such liabilities are asserted by the Company or by creditors of the
      Company. Notwithstanding this Section 6, the Company will provide the holder
      of
      this Warrant with copies of the same notices and other information given to
      the
      stockholders of the Company generally, contemporaneously with the giving thereof
      to the stockholders.

    


    7. REISSUANCE
      OF WARRANTS.

    


    (a) Transfer
      of Warrant.
      If this
      Warrant is to be transferred, the holder shall surrender this Warrant to the
      Company, whereupon the Company will forthwith issue and deliver upon the order
      of the holder of this Warrant a new Warrant (in accordance with Section 7(d)),
      registered as the holder of this Warrant may request, representing the right
      to
      purchase the number of Warrant Shares being transferred by the Holder and,
      if
      less then the total number of Warrant Shares then underlying this Warrant is
      being transferred, a new Warrant (in accordance with Section 7(d)) to the holder
      of this Warrant representing the right to purchase the number of Warrant Shares
      not being transferred.

    


    (b) Lost,
      Stolen or Mutilated Warrant.
      Upon
      receipt by the Company of evidence reasonably satisfactory to the Company of
      the
      loss, theft, destruction or mutilation of this Warrant, and, in the case of
      loss, theft or destruction, of any indemnification undertaking by the holder
      of
      this Warrant to the Company in customary form and, in the case of mutilation,
      upon surrender and cancellation of this Warrant, the Company shall execute
      and
      deliver to the Holder a new Warrant (in accordance with Section 7(d))
      representing the right to purchase the Warrant Shares then underlying this
      Warrant.

    


    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

       

    

    (c) Warrant
      Exchangeable for Multiple Warrants.
      This
      Warrant is exchangeable, upon the surrender hereof by the Holder at the
      principal office of the Company, for a new Warrant or Warrants (in accordance
      with Section 7(d)) representing in the aggregate the right to purchase the
      number of Warrant Shares then underlying this Warrant, and each such new Warrant
      will represent the right to purchase such portion of such Warrant Shares as
      is
      designated by the holder of this Warrant at the time of such surrender;
      provided, however, that no Warrants for fractional shares of Common Stock shall
      be given.

    


    (d) Issuance
      of New Warrants.
      Whenever the Company is required to issue a new Warrant pursuant to the terms
      of
      this Warrant, such new Warrant (i) shall be of like tenor with this Warrant,
      (ii) shall represent, as indicated on the face of such new Warrant, the right
      to
      purchase the Warrant Shares then underlying this Warrant (or in the case of
      a
      new Warrant being issued pursuant to Section 7(a) or Section 7(c), the Warrant
      Shares designated by the holder of this Warrant which, when added to the number
      of shares of Common Stock underlying the other new Warrants issued in connection
      with such issuance, does not exceed the number of Warrant Shares then underlying
      this Warrant), (iii) shall have an issuance date, as indicated on the face
      of
      such new Warrant which is the same as the Issuance Date, and (iv) shall have
      the
      same rights and conditions as this Warrant.

    


    8. NO
      SHORT TRANSACTIONS.
      During
      the term of the Warrant, the Holder, and any Person who shall have a beneficial
      ownership interest (within the meaning of Rule 13d-3 under the Securities
      Exchange Act of 1934, as amended), or a direct or indirect pecuniary interest
      (within the meaning of Rule 16a-1(a)(2) under the Securities Exchange Act of
      1934, as amended) in the Warrant Shares, shall not, directly or indirectly,
      make
      any short sale or maintain any short position, establish or maintain a “put
      equivalent position” (within the meaning of Rule 16a-1(h) under the Securities
      Exchange Act of 1934, as amended), enter into any swap, derivative transaction
      or other arrangement that transfers to another, in whole or in part, any of
      the
      economic consequences of ownership of the Common Stock (whether any such
      transaction is to be settled by delivery of Common Stock, other securities,
      cash
      or other consideration) or any securities convertible into, exercisable for
      or
      exchangeable for Common Stock of the Company.

    


    9. NOTICES.
      Whenever notice is required to be given under this Warrant, unless otherwise
      provided herein, such notice shall be given in accordance with Section 9(g)
      of
      the Securities Purchase Agreement. The Company shall provide the holder of
      this
      Warrant with prompt written notice of all actions taken pursuant to this
      Warrant, including in reasonable detail a description of such action and the
      reason therefore. Without limiting the generality of the foregoing, the Company
      will give written notice to the holder of this Warrant (i) immediately upon
      any
      adjustment of the Exercise Price, setting forth in reasonable detail, and
      certifying, the calculation of such adjustment and (ii) at least fifteen days
      prior to the date on which the Company closes its books or takes a record (A)
      with respect to any dividend or distribution upon the Common Stock, (B) with
      respect to any grants, issues or sales of any Options, Convertible Securities
      or
      rights to purchase stock, warrants, securities or other property to holders
      of
      Common Stock or (C) for determining rights to vote with respect to any
      Fundamental Transaction, dissolution or liquidation, provided in each case
      that
      such information shall be made known to the public prior to or in conjunction
      with such notice being provided to such holder.

    


    
      
        
        

      

      
        -11-

        
          

        

      

      
        
        

      

       

    

    10. AMENDMENT
      AND WAIVER.
      Except
      as otherwise provided herein, the provisions of this Warrant may be amended
      and
      the Company may take any action herein prohibited, or omit to perform any act
      herein required to be performed by it, only if the Company has obtained the
      written consent of the holders of SPA Warrants representing at least a majority
      of the shares of Common Stock obtainable upon exercise of the SPA Warrants
      then
      outstanding; provided that no such action may increase the exercise price of
      any
      SPA Warrant or decrease the number of shares or class of stock obtainable upon
      exercise of any SPA Warrant without the written consent of the holder of this
      Warrant. No such amendment shall be effective to the extent that it applies
      to
      less than all of the holders of the SPA Warrants then outstanding.

    


    11. GOVERNING
      LAW.
      This
      Warrant shall be construed and enforced in accordance with, and all questions
      concerning the construction, validity, interpretation and performance of this
      Warrant shall be governed by, the internal laws of the State of Delaware,
      without giving effect to any choice of law or conflict of law provision or
      rule
      (whether of the State of Delaware or any other jurisdictions) that would cause
      the application of the laws of any jurisdictions other than the State of
      Delaware.

    


    12. CONSTRUCTION;
      HEADINGS.
      This
      Warrant shall be deemed to be jointly drafted by the Company and all the Buyers
      and shall not be construed against any person as the drafter hereof. The
      headings of this Warrant are for convenience of reference and shall not form
      part of, or affect the interpretation of, this Warrant.

    


    13. DISPUTE
      RESOLUTION.
      In the
      case of a dispute as to the determination of the Exercise Price or the
      arithmetic calculation of the Warrant Shares, the Company shall submit the
      disputed determinations or arithmetic calculations via facsimile within two
      Business Days of receipt of the Exercise Notice giving rise to such dispute,
      as
      the case may be, to the holder of this Warrant. If the holder of this Warrant
      and the Company are unable to agree upon such determination or calculation
      of
      the Exercise Price or the Warrant Shares within three Business Days of such
      disputed determination or arithmetic calculation being submitted to the Holder,
      then the Company shall, within two Business Days submit via facsimile (a) the
      disputed determination of the Exercise Price to an independent, reputable
      investment bank selected by the Company and approved by the holder of this
      Warrant or (b) the disputed arithmetic calculation of the Warrant Shares to
      the
      Company's independent, outside accountant. The Company shall cause at its
      expense the investment bank or the accountant, as the case may be, to perform
      the determinations or calculations and notify the Company and the Holder of
      the
      results no later than ten Business Days from the time it receives the disputed
      determinations or calculations. Such investment bank's or accountant's
      determination or calculation, as the case may be, shall be binding upon all
      parties absent demonstrable error.

    


    14. REMEDIES,
      OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF.
      The
      remedies provided in this Warrant shall be cumulative and in addition to all
      other remedies available under this Warrant, the Securities Purchase Agreement
      and the Registration Rights Agreement, at law or in equity (including a decree
      of specific performance and/or other injunctive relief), and nothing herein
      shall limit the right of the holder of this Warrant to pursue actual damages
      for
      any failure by the Company to comply with the terms of this Warrant. The Company
      acknowledges that a breach by it of its obligations hereunder will cause
      irreparable harm to the holder of this Warrant and that the remedy at law for
      any such breach may be inadequate. The Company therefore agrees that, in the
      event of any such breach or threatened breach, the holder of this Warrant shall
      be entitled, in addition to all other available remedies, to an injunction
      restraining any breach, without the necessity of showing economic loss and
      without any bond or other security being required.

    


    
      
        
        

      

      
        -12-

        
          

        

      

      
        
        

      

       

    

    15. TRANSFER. This
      Warrant may be offered for sale, sold, transferred or assigned without the
      consent of the Company, except as may otherwise be required by Section 2(f)
      of
      the Securities Purchase Agreement.

    


    16. CERTAIN
      DEFINITIONS.
      For
      purposes of this Warrant, the following terms shall have the following
      meanings:

    


    (a) "Approved
      Stock Plan"
      means
      any employee benefit plan which has been approved by the Board of Directors
      of
      the Company, pursuant to which the Company's securities may be issued to any
      employee, officer or director for services provided to the Company.

    


    (b) "Bloomberg"
      means
      Bloomberg Financial Markets.

    


    (c) "Business
      Day"
      means
      any day other than Saturday, Sunday or other day on which commercial banks
      in
      The City of New York are authorized or required by law to remain
      closed.

    


    (d) "Closing
      Bid Price"
      and
      "Closing
      Sale Price"
      means,
      for any security as of any date, the last closing bid price and last closing
      trade price, respectively, for such security on the Principal Market, as
      reported by Bloomberg, or, if the Principal Market begins to operate on an
      extended hours basis and does not designate the closing bid price or the closing
      trade price, as the case may be, then the last bid price or last trade price,
      respectively, of such security prior to 4:00:00 p.m., New York Time, as reported
      by Bloomberg, or, if the Principal Market is not the principal securities
      exchange or trading market for such security, the last closing bid price or
      last
      trade price, respectively, of such security on the principal securities exchange
      or trading market where such security is listed or traded as reported by
      Bloomberg, or if the foregoing do not apply, the last closing bid price or
      last
      trade price, respectively, of such security in the over-the-counter market
      on
      the electronic bulletin board for such security as reported by Bloomberg, or,
      if
      no closing bid price or last trade price, respectively, is reported for such
      security by Bloomberg, the average of the bid prices, or the ask prices,
      respectively, of any market makers for such security as reported in the "pink
      sheets" by Pink Sheets LLC (formerly the National Quotation Bureau, Inc.).
      If
      the Closing Bid Price or the Closing Sale Price cannot be calculated for a
      security on a particular date on any of the foregoing bases, the Closing Bid
      Price or the Closing Sale Price, as the case may be, of such security on such
      date shall be the fair market value as mutually determined by the Company and
      the Holder. If the Company and the Holder are unable to agree upon the fair
      market value of such security, then such dispute shall be resolved pursuant
      to
      Section 14. All such determinations to be appropriately adjusted for any stock
      dividend, stock split, stock combination or other similar transaction during
      the
      applicable calculation period.

    


    
      
        
        

      

      
        -13-

        
          

        

      

      
        
        

      

    

    (e) "Common
      Stock"
      means
      (i) the Company's common stock, par value $0.001 per share, and
      (ii) any capital stock into which such Common Stock shall have been changed
      or any capital stock resulting from a reclassification of such Common
      Stock.

    


    (f) "Convertible
      Securities"
      means
      any stock or securities (other than Options) directly or indirectly convertible
      into or exercisable or exchangeable for Common Stock.

    


    (g) "Eligible
      Market"
      means
      the Principal Market, The New York Stock Exchange, Inc., the American Stock
      Exchange, the Nasdaq National Market or The Nasdaq SmallCap Market.

    


    (h) "Excluded
      Securities"
      means
      any Common Stock issued or issuable: (i) in connection with any Approved Stock
      Plan; (ii) upon exercise of the Warrants; (iii) pursuant to a bona fide
"best
      efforts" or firm commitment
      underwritten public offering with a nationally recognized underwriter which
      generates gross proceeds to the Company in excess of $25,000,000 (other than
      an
      "at-the-market offering" as defined in Rule 415(a)(4) under the 1933 Act and
      "equity lines"); (iv) upon conversion of any Options or Convertible Securities
      which are outstanding on the day immediately preceding the Subscription Date,
      provided that the terms of such Options or Convertible Securities are not
      amended, modified or changed on or after the Subscription Date; (v) in
      connection with acquisitions or strategic investments (including, without
      limitation, any licensing or distribution arrangements) unanimously approved
      by
      the Board of Directors of the Company; or (vi) securities in amounts that are
      not material issued to commercial banks or financial institutions, the primary
      business of which is not making equity-related loans) or lessors in connection
      with commercial credit arrangements, equipment financings or similar
      transactions, where the principal consideration for such transaction is not
      the
      issuance of such securities.

    


    (i) "Expiration
      Date"
      means
      the sixty month anniversary of the Issuance Date.

    


    (j) "Fundamental
      Transaction"
      means
      that the Company shall, directly or indirectly, in one or more related
      transactions, (i) consolidate or merge with or into (whether or not the Company
      is the surviving corporation) another Person, or (ii) sell, assign, transfer,
      convey or otherwise dispose of all or substantially all of the properties or
      assets of the Company to another Person, or (iii) allow another Person to make
      a
      purchase, tender or exchange offer that is accepted by the holders of more
      than
      the 50% of either the outstanding shares of Common Stock (not including any
      shares of Common Stock held by the Person or Persons making or party to, or
      associated or affiliated with the Persons making or party to, such purchase,
      tender or exchange offer), or (iv) consummate a stock purchase agreement or
      other business combination (including, without limitation, a reorganization,
      recapitalization, spin-off or scheme of arrangement) with another Person whereby
      such other Person acquires more than the 50% of the outstanding shares of Common
      Stock (not including any shares of Common Stock held by the other Person or
      other Persons making or party to, or associated or affiliated with the other
      Persons making or party to, such stock purchase agreement or other business
      combination), or (v) reorganize, recapitalize or reclassify its Common
      Stock.

    


    (k) "Options"
      means
      any rights, warrants or options to subscribe for or purchase Common Stock or
      Convertible Securities.

    


    
      
        
        

      

      
        -14-

        
          

        

      

      
        
        

      

    

    (l) "Parent
      Entity"
      of a
      Person means an entity that, directly or indirectly, controls the applicable
      Person and whose common stock or equivalent equity security is quoted or listed
      on an Eligible Market, or, if there is more than one such Person or Parent
      Entity, the Person or Parent Entity with the largest public market
      capitalization as of the date of consummation of the Fundamental
      Transaction.

    


    (m) "Person"
      means
      an individual, a limited liability company, a partnership, a joint venture,
      a
      corporation, a trust, an unincorporated organization, any other entity and
      a
      government or any department or agency thereof.

    


    (n) "Principal
      Market"
      means
      the OTC Bulletin Board.

    


    (o) "Registration
      Rights Agreement"
      means
      that certain registration rights agreement dated the Subscription Date by and
      among the Company and the Buyers.

    


    (p) "Required
      Holders"
      means
      the holders of the SPA Warrants representing at least a majority of shares
      of
      Common Stock underlying the SPA Warrants then outstanding.

    


    (q) "Successor
      Entity"
      means
      the Person (or, if so elected by the Required Holders, the Parent Entity) formed
      by, resulting from or surviving any Fundamental Transaction or the Person (or,
      if so elected by the Required Holders, the Parent Entity) with which such
      Fundamental Transaction shall have been entered into.

    


    
 

    [Signature
      Page Follows]

     

    
      
        
        

      

      
        -15-

        
          

        

      

      
        
        

      

    

    


    IN
      WITNESS WHEREOF,
      the
      Company has caused this Warrant to be duly executed as of the Issuance Date
      set
      out above.

    


     

    


    
      	 	 	 
	 	
              SMARTVIDEO
                TECHNOLOGIES, INC.

            
	 
 	 
 	 
 
	 	By:  	 
	 	
              
Name:
              William J. Loughman
	 	Title:
               Vice
              President of Finance




     

    
      
        
        

      

      
        -16-

        
          

        

      

      
        
        

      

       

    

    EXHIBIT
      A

    
 

    EXERCISE
      NOTICE

    


    TO
      BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS

    WARRANT

    


    SMARTVIDEO
      TECHNOLOGIES, INC.

    


    To: SmartVideo
      Technologies, Inc.

    


    The
      undersigned is the holder of Warrant No. ___________
      (the
      "Warrant")
      issued
      by SmartVideo Technologies, Inc., a Delaware corporation (the "Company").
      Capitalized terms used herein and not otherwise defined shall have the
      respective meanings set forth in the Warrant.

    


    1. The
      Warrant is currently exercisable to purchase a total of ___________
      Warrant
      Shares.

    2. 
      The
      undersigned holder hereby exercises its right to purchase ______________ Warrant
      Shares pursuant to the Warrant.

    


    3. The
      Holder intends that payment of the Exercise Price shall be made as:

    


    ____________ a
      "Cash
      Exercise"
      with
      respect to _________________ Warrant Shares; and/or

    


    ____________ a
      "Cashless
      Exercise"
      with
      respect to _______________ Warrant Shares.

    


    4. Pursuant
      to this exercise, the Company shall deliver to the holder __________ Warrant
      Shares in accordance with the terms of the Warrant.

    


    5. Following
      this exercise, the Warrant shall be exercisable to purchase a total of
      ________________ Warrant Shares.

    


    Please
      issue the Warrant Shares in the following name and to the following
      address:

    


    Issue
      to:            

    ________________________________________________________________________

    ________________________________________________________________________

    


    Account
      Number:                                                                                                                               


    (if
      electronic book entry transfer)


    DTC
      Participant
      Number:                                                                                                                    


    (if
      electronic book entry transfer)

     

    Date:
      _______________ , ______

    


                                                                                
      

    Name
      of
      Registered Holder 

     

    By:                                                                     
      

    Name:
      

    Title:

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ACKNOWLEDGMENT

    


     

    


    The
      Company hereby acknowledges this Exercise Notice and hereby directs Continental
      Stock Transfer and Trust Company to issue the above indicated number of shares
      of Common Stock in accordance with the Transfer Agent Instructions dated ______
      __, 2006 from the Company and acknowledged and agreed to by Continental Stock
      Transfer and Trust Company.

    


    


     

    


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




     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

     

     

    FORM
      OF ASSIGNMENT

    


    [To
      be
      completed and signed only upon transfer of Warrant]

    


    FOR
      VALUE
      RECEIVED, the undersigned hereby sells, assigns and transfers unto
      ________________________________ the right represented by the within Warrant
      to
      purchase ____________ shares of Common Stock of SmartVideo Technologies, Inc.
      to
      which the within Warrant relates and appoints ________________ attorney to
      transfer said right on the books of SmartVideo Technologies, Inc. with full
      power of substitution in the premises.

    
      	 	 
	 	 
	
              Dated:                        
                ,               
                

            	
              Registered
                Holder: ______________________________________

            
	 	 
	 	___________________________________________________
	 	
              (Signature
                must conform in all respects to name of holder as specified on the
                face of
                the Warrant)

            
	 	 
	 	
               

            
	 	
              Address
                of Transferee

            
	 	 
	 	
               

            
	 	 
	 	
               

            
	 	 
	 	 
	
              In
                the presence of:

            	 
	 	 
	 	 


    

    


    


    
      
        
        

      

      
        -3-