Exhibit 10.7





FORM OF  REGISTRATIONS  RIGHTS AGREEMENT  BETWEEN SMARTVIDEO  TECHNOLOGIES, INC.
AND EACH OF WILLIAM BANDY,  THOMAS BIVENS,  JERRY W. BRATTON,  CHRISTOPHER V.
DEVONE, ANDY GOLD, J. MARK LEHO, MARK HESTRIN, MITCHELL METZMAN, MARK E. SCHUTZ,
RICHARD J. SEIFERT TRUST, RITA M. SEIFERT TRUST, JAMES STEBBINS

THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made and entered into as
of _____________ 2004 between SmartVideo Technologies, Inc., a Delaware
corporation (the "Company"), the parties whose names appear on the signature
page hereof (individually, a "Holder" and collectively, the "Holders").
This Agreement is made in connection with the Holders acquisition of the
Company's shares of common stock (the "Common Stock").
The parties hereby agree as follows:
1. Certain Definitions.
      As used in this Agreement, the following terms shall have the following
      respective meanings:
      (a) "Business Day" means any day, other than a Saturday, Sunday or legal
           holiday, on which banks in the State of New York are open for
           business.
      (b) "Commission" means the Securities and Exchange Commission.
      (c) "Exchange Act" means the Securities Exchange Act of 1934, as amended,
           or any successor statute thereto, and the rules and regulations of
           the Commission promulgated thereunder, all as the same shall be in
           effect at the time.
      (d) "Holders" means the Holders referred to in the Preamble.
      (e) "Person" shall mean an individual, partnership, corporation,
           association, trust, joint venture, unincorporated organization and
           any government, governmental department or agency or political
           subdivision thereof.
      (f)  "Registrable Securities" means (i) the Common Stock issued to the
           Holders; and (ii) any shares of capital stock of the Company issued
           or issuable with respect to the securities referred to in clause (i)
           by way of a stock split or stock dividend or in connection with a
           combination of shares, recapitalization, merger, consolidation or
           other reorganization. For purposes of this Agreement, a Person will
           be deemed to be a holder of Registrable Securities upon conversion or
           exercise in connection with a transfer of securities or otherwise,
           but disregarding any restrictions or limitations upon the exercise of
           such right, whether or not such acquisition has actually been
           effected. Such securities will cease to be Registrable Securities
           when sold pursuant to Rule 144 under the Securities Act or any
           offering registered under the Securities Act.
      (g)  "Registration Expenses" means all expenses incident to the Company's
           performance of or compliance with this Agreement, including, without
           limitation, all registration, filing, listing and National
           Association of Securities Dealers, Inc. ("NASD") fees, all fees and
           expenses of complying with securities or blue sky laws, all word
           processing, duplicating and printing expenses, all messenger and
           delivery expenses, any transfer taxes, the fees and expenses of the
           Company's legal counsel and independent public accountants, including
           the expenses of any special audits or "cold comfort" letters required
           by or incident to such performance and compliance, fees and
           disbursements of one counsel for all of the Holders, and any fees and
           disbursements of underwriters customarily paid by insurers or sellers
           of securities; provided, however, that Registration Expenses shall
           not include underwriting discounts and commissions.
      (h)  "Securities Act" means the Securities Act of 1933, as amended, or any
           successor statute thereto, and the rules and regulations of the
           Commission promulgated thereunder, all as the same shall be in effect
           at the time.
2. Piggyback Registration Rights.
      (a)  Incidental Registration. If the Company for itself or any of its
           security holders shall at any time or times after the date hereof
           determine to register under the Securities Act any shares of its
           capital stock or other securities other than: (i) the registration of
           an offer, sale or other disposition of securities solely to employees
           of, or other persons providing services to, the Company, or any
           subsidiary pursuant to an employee or similar benefit plan; or (ii)
           relating to a merger, acquisition or other transaction of the type
           described in Rule 145 under the Securities Act or a comparable or
           successor rule, registered on Form S-4 or similar or successor forms,
           on each such occasion the Company will notify each Holder of such
           determination at least thirty (30) days prior to the filing of such
           registration statement, and upon the request of any Holder given in
           writing within twenty (20) days after the receipt of such notice, the
           Company will use its best efforts as soon as practicable thereafter
           to cause any of the Registrable Securities specified by any such
           Holder to be included in such registration statement to the extent

                                       80

<PAGE>

          such registration is permissible under the Securities Act and subject
          to the conditions of the Securities Act (an "Incidental
          Registration").

      (b) Number of Registrations.  The Company shall not be obligated to effect
          more than one  Incidental  Registration  pursuant  to this  Agreement,
          except as provided in subdivision  (f) hereof.  Subject to subdivision
          (f) hereof,  the Company may include in such  Incidental  Registration
          other securities of the Company for sale, for the Company's account or
          for the  account of any other  person,  if and to the extent  that the
          managing underwriter  determines that the inclusion of such additional
          shares will not  interfere  with the orderly sale of the  underwritten
          securities at a price range acceptable to the requesting Holders. Upon
          receipt  of a written  request  pursuant  to this  Section  2(a),  the
          Company  shall  promptly  give  written  notice of such request to all
          Holders,  and  all  Holders  shall  be  afforded  the  opportunity  to
          participate in such request.  The Company will be obligated to include
          in the Incidental  Registration such number of Registrable  Securities
          of any Holder  joining in such  request as are  specified in a written
          request by the Holder  received  by the  Company  within 20 days after
          receipt of such written  notice from the Company.
      (c) Limitations on Piggyback  Registration  Rights. No Holder may exercise
          his registration rights under Section 2(a) hereof if such Holder could
          sell all of his Registrable Securities requested to be included in the
          Incidental   Registration   in  a  three  (3)  month  period   without
          registration  under the  Securities Act pursuant to Rule 144 under the
          Securities Act.
      (d) Expenses.  The Company shall pay all Registration Expenses incurred in
          connection   with   any   Incidental   Registration.
      (e) Effective Registration Statement. An Incidental Registration requested
          pursuant  to Section  2(a)  shall not be deemed to have been  effected
          unless   it  has   been   declared   effective   by  the   Commission.
          Notwithstanding  the foregoing,  a registration  statement will not be
          deemed to have been  effected  if: (i) after it has  become  effective
          with the Commission,  such registration is interfered with by any stop
          order, injunction,  or other order or requirement of the Commission or
          other governmental agency or any court proceeding for any reason other
          than a  misrepresentation  or  omission  by any  Holder;  or (ii)  the
          conditions  to  closing   specified  in  the  purchase   agreement  or
          underwriting   agreement   entered  into  in   connection   with  such
          registration  are not  satisfied,  other than solely by reason of some
          act  or   omission  by  any  Holder.
      (f) Priority in Incidental Registration.  If an Incidental Registration is
          an  underwritten  registration  initiated  by  the  Company,  and  the
          managing  underwriters  shall give written advice to the Company that,
          in  their  opinion,  market  conditions  dictate  that no more  than a
          specified  maximum number of securities  (the  "Underwriter's  Maximum
          Number")   could   successfully   be  included   in  such   Incidental
          Registration,  then the Company will include in such registration:
          (i) first,  that number of securities  which the Company proposes to
              offer and sell for its own account in such registration  and which
              does not exceed the Underwriter's  Maximum Number; and
          (ii)second, that number of  Registrable  Securities  which  shall have
              been  requested  by the Holders thereof having registration rights
              hereunder which does not exceed the  difference  between the
              Underwriter's Maximum Number and that number of securities which
              the  Company is entitled to include therein  pursuant  to  clause
              (i)  above.
          If less than all of the Registrable Securities requested to be
          included in any  such registration  by the Holders can be so included
          due to these  priority requirements,  then each requesting  Holder's
          request shall be granted on an pro rata basis with the other
          requesting  Holders.  In addition, all Holders  whose  Registrable
          Securities  were not  included in the Incidental Registration as
          requested as a result of this Section 2(f), shall have the right to
          participate  in one (1) additional  Incidental Registration  in
          accordance  with the  terms of this  Agreement.
      (g) Notwithstanding  anything to the contrary contained in this Section 2,
          the  Company  shall  have  the  right  to delay  any  registration  of
          Registrable  Securities requested pursuant to this Section 2 for up to
          one  hundred  twenty  (120) days if such  registration  would,  in the
          judgment of the Company's Board of Directors,  substantially interfere
          with any material  transaction being considered at the time of receipt
          of the request from the Holders.
3. Registration  Procedures.
      (a) If and  whenever  the Company is  required to use its best  efforts to
          effect  the  registration  of any  Registrable  Securities  under  the
          Securities Act as provided in Section 2, the Company, as expeditiously
          as  possible  and  subject to the terms and  conditions  of Section 2,
          will:
          (i)  prepare  and  file  with  the  Commission  the  requisite
               registration  statement to effect such  registration  and use its
               best efforts to cause such registration to become and remain
               effective;


                                       81
<PAGE>
         (ii)  permit any Holder  which,  in the  reasonable  judgment of the
               Holder, might be deemed to be an underwriter or a controlling
               person of the Company, to participate in the preparation of such
               registration statement and to require the insertion  therein of
               material  furnished to the Company in writing,  which in the
               reasonable  judgment of such Holder and its counsel should be
               included;
         (iii) prepare and file with the Commission such amendments and
               supplements to such registration statement and the prospectus
               used in connection therewith as may be necessary to keep such
               registration statement effective and to comply with the
               provisions of the Securities Act with respect to the disposition
               of all securities covered by such registration statement until
               the earlier of such time as all of such securities have been
               disposed of in accordance with the intended methods of
               disposition by the seller or sellers thereof set forth in such
               registration statement or the expiration of 180 days after such
               registration statement becomes effective;
         (iv)  furnish to the Holders such number of conformed copies of such
               registration statement and of each such amendment and supplement
               thereto (in each case including all exhibits), such number of
               copies of the prospectus contained in such registration statement
               (including each preliminary prospectus and any summary
               prospectus) and any other prospectus filed under Rule 424 under
               the Securities Act, in conformity with the requirements of the
               Securities Act, and such other documents, as the purchaser or any
               Holder of Registrable Securities to be sold under such
               registration statement may reasonably request;
         (v)   use its best efforts to register or qualify all  Registrable
               Securities covered by such registration statement under such
               other  United  States state  securities  or blue sky laws of
               such  jurisdictions as any Holder of Registrable Securities to be
               sold under registration statement shall reasonably request, to
               keep such registration or qualification in effect for so long as
               such  registration  remains in effect, and take any other action
               which may be reasonably  necessary or advisable to enable the
               Holder of Registrable  Securities to be sold under such
               registration  statement to consummate the  disposition  in such
               jurisdictions of the securities owned by such Holder, except that
               the Company shall not for any such purpose be required to
               (a) qualify generally to do business  as  a  foreign  corporation
               in any jurisdiction wherein it would not but for the requirements
               of this subdivision  (v) be  obligated  to be so  qualified,  or
               (b) subject itself to taxation in any such jurisdiction,  or (c)
               consent   to   general   service  of  process  in  any  such
               jurisdiction;
         (vi)  use its best efforts to cause all Registrable Securities covered
               by such registration statement to be registered with or approved
               by such other United States state governmental agencies or
               authorities as may be necessary to enable the Holder of
               Registrable Securities to be sold under such registration
               statement to consummate the intended disposition of such
               Registrable Securities;
         (vii) in the event of the issuance of any stop order suspending the
               effectiveness of the registration statement, or of any order
               suspending or preventing the use of any related prospectus or
               suspending the qualification of any Registrable Securities
               included in such registration statement for sale in any
               jurisdiction, the Company shall use its best efforts promptly to
               obtain the withdrawal of such order; and
         (viii)immediately notify the Holders of Registrable Securities
               included in such registration statement at any time when a
               prospectus relating thereto is required to be delivered under
               the Securities Act, of the happening of any event as a result
               of which the prospectus included in such registration statement,
               as then in effect, includes an untrue statement of material fact
               or omits to state any material fact required to be stated therein
               or necessary to make the statements therein not misleading in the
               light of the circumstances under which they were made, and at the
               request of the Holders promptly prepare and furnish to the
               Holders a reasonable number of copies of a supplement to or an
               amendment of such prospectus as may be necessary so that, as
               thereafter delivered to the purchasers of such securities, such
               prospectus shall not include 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 not
               misleading in the light of the circumstances under which they
               were made.
      (b) The Company may require each Holder of Registrable Securities to be
          sold under such registration statement, at the Company's expense, to
          furnish the Company with such information and undertakings as it may
          reasonably request regarding such Holder and the distribution of such
          securities as the Company may from time to time reasonably request in
          writing.

      (c) Each  Holder,  by execution  of this  Agreement,  agrees (A) that upon
          receipt of any notice of the Company of the  happening of any event of
          the kind  described in  subdivision  (a)(viii) of this Section 3, such
          Holder will  forthwith  discontinue  its  disposition  of  Registrable
          Securities  pursuant to the  registration  statement  relating to such
          Registrable  Securities until the receipt by such Holder of the copies
          of the supplemented or amended prospectus  contemplated by subdivision
          (a)(viii) of this  Section 3 and, if so directed by the Company,  will

                                       82

<PAGE>

          deliver to the Company all copies,  other than  permanent file copies,
          then in possession of the Holders of the  prospectus  relating to such
          Registrable  Securities  current at the time of receipt of such notice
          and (B) that the Holder will  immediately  notify the Company,  at any
          time  when  a  prospectus   relating  to  the   registration  of  such
          Registrable   Securities  is  required  to  be  delivered   under  the
          Securities  Act,  of the  happening  of any event as a result of which
          information  previously  furnished  by such  Holder to the Company for
          inclusion  in  such  prospectus  contains  an  untrue  statement  of a
          material  fact or omits to state  any  material  fact  required  to be
          stated  therein  or  necessary  to make  the  statements  therein  not
          misleading  in the light of the  circumstances  under  which they were
          made.  In the event the Company or any such Holder shall give any such
          notice,  the  period  referred  to in  subdivision  (a)(viii)  of this
          Section 3 shall be extended by a number of days equal to the number of
          days  during  the  period  from and  including  the  giving  of notice
          pursuant to  subdivision  (a)(viii) of this Section 3 to and including
          the date  when such  Holder  shall  have  received  the  copies of the
          supplemented  or  amended   prospectus   contemplated  by  subdivision
          (a)(viii)  of  this  Section  3.

4. Underwritten   Offerings.
      (a) Underwritten  Offering.  In connection with any underwritten  offering
          pursuant to a registration  requested  under Section 2(a), the Company
          will enter into an underwriting  agreement with the  underwriters  for
          such  offering.  Each  Holder  shall be a party  to such  underwriting
          agreement.  Each Holder whose  Registrable  Securities are included in
          such registration  shall be required to make such  representations  or
          warranties to or agreements  with the Company or the  underwriters  as
          are  reasonable  requested by the Company and such  underwriters.
      (b) Selection of Underwriters.  If an Incidental  Registration pursuant to
          Section 2(a) involves an underwritten offering, then the Company shall
          have  sole  discretion  to  select  the   underwriter.
      (c) Holdback Agreements.  Each Holder agrees, if so reasonably required by
          the managing underwriter in a registration  pursuant to Section 2, not
          to effect any public sale or distribution of Registrable Securities or
          sales of such Registrable Securities pursuant to Rule 144 or Rule 144A
          under the Securities  Act,  during the seven (7) days prior to and the
          180 days after any firm commitment underwritten  registration pursuant
          to Section 2 has become effective (except as part of such underwritten
          registration)  or, if the  managing  underwriter  advises  the Company
          that, in its opinion,  no such public sale or  distribution  should be
          effected   for  a  period  of  not  more  than  180  days  after  such
          underwritten   registration   in  order  to  complete   the  sale  and
          distribution  of  securities  included  in such  registration  and the
          Company  gives  notice to such effect to such  Holders of such advice,
          each  Holder  shall not  effect  any public  sale or  distribution  of
          Registrable   Securities  or  sales  of  such  Registrable  Securities
          pursuant to Rule 144 or Rule 144A under the Securities Act during such
          period after such  underwritten  registration,  except as part of such
          underwritten registration,  whether or not such Holder participates in
          such registration.
5. Preparation, Reasonable Investigation. In connection  with  the preparation
      and filing of each registration statement under the Securities  Act,  the
      Company will give the Holders of Registrable Securities to be sold under
      such registration statement, the underwriters, if any, and their
      respective  counsel and accountants, drafts  and  final  copies  of  such
      registration statement, each prospectus included therein or filed with the
      Commission  and each amendment  thereof or supplement  thereto,  at least
      five (5) Business Days prior to the filing  thereof with the  Commission,
      and will give each of them such access to its books and records and such
      opportunities to discuss the business of the Company with its officers
      and  the  independent   public  accountants  who  have  certified  its
      financial  statements  as shall be  necessary,  in the opinion of such
      Holders  and such  underwriters'  respective  counsel,  to  conduct  a
      reasonable investigation within the meaning of the Securities Act.
6. Indemnification and Contribution.
      (a) Indemnification by the Company. In the event of any registration under
          the Securities Act pursuant to Section 2 of any Registrable Securities
          covered by such  registration,  the  Company  will,  and hereby  does,
          indemnify and hold harmless each Holder of  Registrable  Securities to
          be sold  under such  registration  statement,  each  other  person who
          participates  as an  underwriter  in the  offering  or  sale  of  such
          securities  (if so required  by such  underwriter  as a  condition  to
          including   the   Registrable   Securities  of  the  Holders  in  such
          registration)  and each other  person,  if any,  who controls any such
          Holder or any such  underwriter  within the meaning of the  Securities
          Act  (collectively,  the "Indemnified  Parties"),  against any losses,
          claims, damages or liabilities, joint or several, to which the Holders
          or  underwriter  or  controlling  person may become  subject under the
          Securities Act or otherwise,  insofar as such losses,  claims, damages
          or  liabilities  (or  actions or  proceedings,  whether  commenced  or
          threatened,  in  respect  thereof)  arise out of or are based upon any
          untrue  statement or alleged  untrue  statement  of any material  fact
          contained in any  registration  statement  under which such securities
          were registered under the Securities Act, any preliminary  prospectus,
          final  prospectus  or  summary  prospectus  contained  therein  or any
          document  incorporated  therein  by  reference,  or any  amendment  or
          supplement  thereto,  or any  omission  or alleged  omission  to state
          therein a material fact required to be stated  therein or necessary to
          make the  statements  therein  not  misleading,  or  arise  out of any
          violation by the Company of any rule or regulation  promulgated  under
          the Securities  Act or state  securities law applicable to the Company

                                       83

<PAGE>

          and  relating  to  action  or  inaction  required  of the  Company  in
          connection with any such registration,  and the Company will reimburse
          the Indemnified Parties for any legal or any other expenses reasonably
          incurred by them in  connection  with  investigating  or defending any
          such loss, claim, liability, action or proceeding;  provided, however,
          that the Company shall not be liable to any  Indemnified  Party in any
          such case to the extent that any such loss, claim,  damage,  liability
          (or action or proceeding in respect  thereof) or expense arises out of
          or is based upon any untrue  statement or alleged untrue  statement or
          omission or alleged omission made in such registration statement,  any
          such preliminary  prospectus,  final prospectus,  summary  prospectus,
          amendment  or  supplement  in  reliance  upon and in  conformity  with
          written  information  furnished  to the  Company  by such  Indemnified
          Party.
      (b) Indemnification by the Holders. As a condition to including any
          Registrable Securities of any person or entity in any registration
          statement  filed  pursuant to Section 2(a) hereof,  the Holders  whose
          Registrable  Securities  are included in such  registration  statement
          will,  and do hereby,  indemnify and hold harmless (in the same manner
          and to the same extent as set forth in subdivision (a) of this Section
          6) the  Company,  each  director of the  Company,  each officer of the
          Company and each other person, if any, who controls the Company within
          the meaning of the  Securities  Act,  with respect to any statement or
          alleged  statement  in or  omission  or  alleged  omission  from  such
          registration statement,  any preliminary prospectus,  final prospectus
          or  summary  prospectus   contained  therein,   or  any  amendment  or
          supplement  thereto,  if,  and  only if,  such  statement  or  alleged
          statement or omission or alleged  omission  was made in reliance  upon
          and in conformity with information furnished in writing to the Company
          directly  by such  person  or  entity  specifically  for use  therein;
          provided,  however,  that the obligation of any Holder hereunder shall
          be limited to an amount equal to the proceeds  received by such Holder
          upon the sale of Registrable  Securities sold in the offering  covered
          by such  registration.
      (c) Notices of Claims, etc. Promptly after receipt by an Indemnified Party
          of notice of the commencement of any action or proceeding  involving a
          claim  referred to in the  preceding  subdivisions  of this Section 6,
          such  Indemnified  Party will, if a claim in respect  thereof is to be
          made  against  a  party  required  to  provide   indemnification   (an
          "Indemnifying  Party"),  give  written  notice  to the  latter  of the
          commencement of such action,  provided,  however,  that the failure of
          any  Indemnified  Party to give  notice as provided  herein  shall not
          relieve the  Indemnifying  Party of its obligation under the preceding
          subdivisions  of  this  Section  6,  except  to the  extent  that  the
          Indemnifying  Party is  actually  prejudiced  by such  failure to give
          notice.  In case any such  action is brought  against  an  Indemnified
          Party,  unless  in such  Indemnified  Party's  reasonable  judgment  a
          conflict of interest between such Indemnified and Indemnifying Parties
          may exist in respect of such claim,  the  Indemnifying  Party shall be
          entitled to participate in and to assume the defense thereof,  jointly
          with any other  Indemnifying  Party  similarly  notified to the extent
          that  it may  wish,  with  counsel  reasonably  satisfactory  to  such
          Indemnified  Party,  and after notice from the  Indemnifying  Party to
          such  Indemnified  Party of its  election  so to  assume  the  defense
          thereof,   the  Indemnifying   Party  shall  not  be  liable  to  such
          Indemnified  Party  for  any  legal  or  other  expenses  subsequently
          incurred by the latter in  connection  with the defense  thereof other
          than reasonable costs of  investigation.  No Indemnifying  Party shall
          consent to entry of any judgment or enter into any settlement  without
          the  consent of the  Indemnified  Party  which does not  include as an
          unconditional  term thereof the giving by the claimant or plaintiff to
          such  Indemnified  Party of a release from all liability in respect to
          such claim or litigation.
      (d) Indemnification  Payment. The indemnification required by this Section
          6 shall be made by periodic  payments of the amount thereof during the
          course of the investigation or defense, as and when bills are received
          or expense, loss, damage or liability is incurred.
      (e) Survival of  Obligations.  The  obligations  of the Company and of the
          Holders  under this  Section 6 shall  survive  the  completion  of any
          offering of Registrable Securities under this Agreement.
      (f) Contribution. If the indemnification provided for in this Section 6 is
          unavailable or  insufficient  to hold harmless an  Indemnified  Party,
          then each  Indemnifying  Party shall  contribute to the amount paid or
          payable to such Indemnified  Party as a result of the losses,  claims,
          damages  or  liabilities  referred  to in this  Section 6 an amount or
          additional  amount,  as the  case  may be,  in such  proportion  as is
          appropriate to reflect the relative fault of the Indemnifying Party or
          parties  on the one hand  and the  Indemnified  Party on the  other in
          connection  with the  statements or omissions  which  resulted in such
          losses,  claims,  demands or liabilities as well as any other relevant
          equitable  considerations.  The relative  fault shall be determined by
          reference to, among other things, whether the untrue or alleged untrue
          statement of a material  fact or the  omission or alleged  omission to
          state  a  material  fact  relates  to  information   supplied  by  the
          Indemnifying Party or parties on the one hand or the Indemnified Party
          on the other and the parties' relative,  intent, knowledge,  access to
          information   and  opportunity  to  correct  or  prevent  such  untrue
          statement or omission.  The amount paid to an  Indemnified  Party as a
          result of the losses,  claims,  damages or liabilities  referred to in
          the first sentence of this Section 6(f) shall be deemed to include any
          legal or other expenses  reasonably incurred by such Indemnified Party
          in  connection  with  investigating  or defending  any action or claim
          which is the subject of this Section 6. No person guilty of fraudulent
          misrepresentation   within  the  meaning  of  Section   11(f)  of  the
          Securities Act) shall be entitled to contribution  from any Person who
          was not guilty of such fraudulent misrepresentation.

                                       84

<PAGE>

7. Rule 144.  The Company  shall  file,  on a timely  basis,  any reports
          required to be filed by it under the  Securities  Act and the Exchange
          Act so as to enable the Holders holding any Registrable  Securities to
          sell  such  Registrable  Securities  without  registration  under  the
          Securities Act within the  limitations  of the exemptions  provided by
          (i) Rule 144 under the  Securities  Act,  as such Rule may be  amended
          from time to time, or (ii) any similar rule  hereafter  adopted by the
          Commission.  Upon the request of any such  Holder,  the Company  shall
          deliver  to such  Holder a  written  statement  as to  whether  it has
          complied  with  such  requirements.

8. Miscellaneous.

      (a) Specific Performance. The parties hereto acknowledge that there may be
          no  adequate  remedy at law if any party  fails to perform  any of its
          obligations hereunder and that each party may be irreparably harmed by
          any such failure,  and accordingly  agree that each party, in addition
          to any other  remedy to which it may be  entitled at law or in equity,
          shall be entitled to compel specific performance of the obligations of
          any other party under this Agreement in accordance  with the terms and
          conditions of this Agreement.

      (b) Notices.  All  demands,  requests,  notices  and other  communications
          required or  permitted  to be given under this  Agreement  shall be in
          writing  and shall be deemed  to have  been  duly  given if  delivered
          personally or sent by United States first class mail, postage prepaid,
          or by reputable  overnight courier service,  and to the parties hereto
          at the following  address or at such other address as any party hereto
          shall hereafter specify by notice to the other party hereto:

          (i)   if to the Company, addressed to: SmartVideo Technologies, Inc.
                1650 Oakbrook Drive
                Suite 405
                Norcross, GA 30093
                Attention:  Richard E. Bennett

                With a copy to:
                Edwards & Angell, LLP
                350 East Las Olas Blvd.
                Suite 1150
                Fort Lauderdale, FL 33301-4215
                Attention: Leslie J. Croland, P.A.

          (ii) if to the Holder, to their addresse set forth on Schedule 1
          attached hereto
          Except as otherwise provided herein, all such demands, requests,
          notices and other communications shall be deemed to have been received
          on the date of personal delivery thereof or on the third business day
          after the mailing thereof.
      (c) Severability. If any one or more of the provisions of this Agreement
          should be ruled wholly or partially invalid or unenforceable by a
          court or other governmental body of competent jurisdiction, then: (i)
          the validity and enforceability of all provisions of this Agreement
          not ruled to be invalid or unenforceable shall be unaffected; (ii)
          the effect of the ruling shall be limited to the jurisdiction of the
          court or other government body making the ruling; (iii) the
          provision(s) held wholly or partly invalid or unenforceable shall be
          deemed amended and the court or other government body is authorized
          to reform the provision(s), to the minimum extent necessary to render
          them valid and enforceable in conformity with the parties intent as
          manifested herein; and (iv) if the ruling and/or controlling
          principle of law or equity leading to the ruling is subsequently
          overruled, modified, or amended by legislative, judicial, or
          administrative action, then the provision(s) in question as originally
          set forth in this Agreement shall be deemed valid and enforceable to
          the maximum extent permitted by the new controlling principle of law
          or equity.
      (d) Governing Law. This Agreement shall be governed by and construed in
          accordance with the internal laws of Delaware, without regard to
          conflicts of law principles thereof. Each of the parties to this
          Agreement submits to the nonexclusive jurisdiction of the United
          States District Court and the state courts sitting in Fulton County,
          Georgia for purposes of all legal proceedings arising out of or
          relating to this Agreement and the transactions contemplated hereby.
          Each of the parties to this Agreement irrevocably waives, to the
          fullest extent permitted by law, any objection which a party may now
          or hereafter have to the laying of venue of any such proceeding
          brought in any such court and any claim that any such proceeding
          brought in such a court has been brought in an inconvenient forum.

                                       85

<PAGE>

      (e) Headings. The descriptive headings of the several sections and
          paragraphs of this Agreement are inserted for convenience only, and do
          not constitute a part of this Agreement and shall not affect in any
          way the meaning or interpretation of this Agreement.
      (f) Entire Agreement; Amendments. This Agreement and the other writings
          referred to herein or delivered pursuant hereto which form a part
          hereof contain the entire understanding of the parties with respect to
          its subject matter. This Agreement supersedes all prior agreements and
          understandings between the parties with respect to its subject matter.
          This Agreement may be amended and the observance of any term of this
          Agreement may be waived (either generally or in a particular instance
          and either retroactively or prospectively) only by a written
          instrument duly executed by the Company and those Holders holding a
          majority of Registrable Securities. Each Holder of any Registrable
          Securities at the time or thereafter outstanding shall be bound by an
          amendment or waiver authorized by this Section 9(e), whether or not
          any such Registrable Securities shall have been marked to indicate
          such consent.
      (g) No Assignability. This Agreement and all of the provisions hereof
          shall not be assigned by any Holder to any purchaser, transferee or
          assignee of any Registrable Security.
      (h) Counterparts. This Agreement may be executed in two or more
          counterparts, each of which shall be deemed an original, but all of
          which together shall constitute one and the same instrument.


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

                                                   SMARTVIDEO TECHNOLOGIES, INC.

                                                By: /s/ Richard E. Bennett, Jr.
                                                    ---------------------------
                                                  Name: Richard E. Bennett, Jr.
                                                  Title: President and CEO



                                                     THE HOLDERS:
                                                     *
                                                 ------------------------------



                        Holder Representatives' Signature


* Signed by William Bandy, Thomas Bivens, Jerry W. Bratton, Mark Hestrin,
J. Mark Leho, Mark E. Schutz

                                       86