EX 10.1


    EXHIBIT
      10.1

    


    GENERAL
      RELEASE AND SETTLEMENT AGREEMENT 

     

    This
      General Release and Settlement Agreement (“Agreement”) is made this 11th day of
      January, 2007 by and between SmartVideoTM Technologies, Inc. d/b/a uVuMobileTM
(the “Company”) and the Claimant Parties (as defined herein). The term “Parties”
shall refer to the Claimant Parties and the Company collectively.

     

    WITNESSETH:

     

    WHEREAS,
      Bruce and Donna Breit, Robert A. Breit, James L. Chittaro, Joel Cohen, Robert
      Gruen, Lawrence Hanson, Richard Himmelman, Ronald Himmelman, Karyn Keller,
      Peter
      M. Vilim Revocable Trust and Robert Winskowicz (collectively the "Breit
      Plaintiffs") have asserted certain claims and rights against and with respect
      to
      the Company, including, but not limited to, those claims made in Civil Action
      No. 1:06-CV-850-MHS currently pending in the United States District Court for
      the Northern District of Georgia (the "Breit Lawsuit");

    


    WHEREAS,
      William B. Bandy, Thomas Bivens and J. Mark Leho (collectively the "Bandy
      Plaintiffs") have asserted certain claims and rights against and with respect
      to
      the Company, including, but not limited to, those claims made in Civil Action
      No. 1:06-CV-2389-MHS currently pending in the United States District Court
      for
      the Northern District of Georgia (the "Bandy Lawsuit");

    


    WHEREAS,
      Christopher Devone (the "Devone Plaintiff") has asserted certain claims and
      rights against and with respect to the Company, including, but not limited
      to,
      those claims made in Civil Action No. 1:06-CV-2388-MHS currently pending in
      the
      United States District Court for the Northern District of Georgia (the "Devone
      Lawsuit");

    


    WHEREAS,
      the Richard J. Seifert Trust and the Rita M. Seifert Trust (collectively the
      "Seifert Plaintiffs") have asserted certain claims and rights against and with
      respect to the Company, including, but not limited to, those claims made in
      Civil Action No. 1:06-CV-2391-MHS currently pending in the United States
      District Court for the Northern District of Georgia (the "Seifert
      Lawsuit");

    


    WHEREAS,
      John L. Walters and Robert T. Campbell (collectively the "Walters Plaintiffs")
      have asserted certain claims and rights against and with respect to the Company,
      including, but not limited to, those claims made in Civil Action No.
      1:06-CV-2390-MHS currently pending in the United States District Court for
      the
      Northern District of Georgia (the "Walters Lawsuit");

    


    WHEREAS,
      Steven Himmelman, Brian Boxer, Vittoriano DiLuzio, Jerry Bratton, and Darren
      Breitkreuz (collectively the "Other Claimants") believe they have certain claims
      and rights against and with respect to the Company; and

    


    WHEREAS,
      Alan Frank and Alan L. Frank Law Associates, P.C. (collectively "Frank")
      represent the Breit Plaintiffs, the Bandy Plaintiffs, the Devone Plaintiff,
      the
      Seifert Plaintiffs, the Walters Plaintiffs, and the Other Claimants with respect
      to those certain claims and rights referenced above; 


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    WHEREAS,
      the Breit Plaintiffs, the Bandy Plaintiffs, the Devone Plaintiff, the Seifert
      Plaintiffs, the Walters Plaintiffs, the Other Claimants, and Frank (collectively
      the "Clamant Parties") desire to resolve all claims and rights alleged in the
      Breit Lawsuit, the Bandy Lawsuit, the Devone Lawsuit, the Seifert Lawsuit,
      and
      the Walters Lawsuit (collectively the "Lawsuits") and any and all other claims
      and rights against the Company. 

     

    NOW,
      THEREFORE, for and in consideration of the mutual promises and covenants set
      forth herein, and other good and valuable consideration, the receipt and
      sufficiency of which are hereby acknowledged, the Parties agree as
      follows:

     

    AGREEMENT

     

    1.    Effective
      Date.
      This
      Agreement shall become effective on January 11, 2007 (“the Effective
      Date”).

    


    2.    Payment
      and Registration Rights.

     

    (a)    Payment.
      The
      Company will issue Six-Million (6,000,000) shares of common stock (the “Common
      Stock”) to the Claimant Parties to be allocated to them as solely agreed to by
      and between the Claimant Parties. The inability of the Claimant Parties to
      agree
      on the proper allocation of the common stock will not affect the validity or
      enforceability of this Agreement. The Company may rely upon the written
      representation of Frank as to the proper allocation of the Common Stock.
      Assuming Frank notifies the Company in writing of the proper allocation of
      the
      Common Stock on or before January 16, 2007, the Company will use its best
      efforts to issue the applicable stock certificates and deliver them to Frank
      by
      January 30, 2007.

    


    (b)    Taxes
      and Indemnity.
      The
      agreed upon value for Federal income tax purposes for each share of Common
      Stock
      (the "Share Basis") will be the lower of fifty percent (50%) of the publicly
      traded closing price of the Company’s stock on (i) the Effective Date, or (ii)
      the day on which the Stock Certificates for the Common Stock are physically
      received by Frank. The Company will issue to each of the Claimant Parties an
      IRS
      Form 1099 reflecting their pro rata share (inclusive of attorneys' fees) of
      the
      Share Basis for the Common Stock. The Claimant Parties shall be solely
      responsible for the payment of any taxes or any withholdings resulting from
      the
      issuance of the Common Stock and shall, jointly and severally, indemnify the
      Company and hold the Company harmless from any taxes, amounts required by law
      to
      be withheld as a result of the issuance of the Common Stock, penalties, costs,
      expenses and interest assessed against, paid by, or incurred by the Company
      as a
      result of or relating to the issuance of the Common Stock, the Share Basis,
      or
      the reporting of the Share Basis to any government authority or to the Claimant
      Parties, including but not limited to reporting the Share Basis for the Common
      Stock on IRS Form 1099.

    


    (c)    Legend
      on Common Stock.
      The
      Claimant Parties each hereby acknowledge, understand and agree that the Common
      Stock will be legended and restricted securities within the meaning of the
      Securities Act of 1933, and that as such, such shares may not be offered or
      sold
      publicly unless such shares are registered under the Securities Act of 1933
      or
      offered and sold pursuant to an exemption therefrom.

     

    (d)    Registration
      Rights Agreement.
      The
      Parties agree to enter into a Registration Rights Agreement (the “Registration
      Rights Agreement”) which shall include, among others, the following terms:



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    (i)    The
      Company will prepare a registration statement on Form S-1 covering the resale
      of
      the Common Stock under Rule 415 of the Securities Act of 1933 (the “Registration
      Statement”) which will be filed with the United States Securities and Exchange
      Commission (the "SEC") on or before February 12, 2007. The Company shall pay
      for
      the cost of the Registration Statement as set forth in the Registration Rights
      Agreement. The Company will use its best efforts to have the Registration
      Statement declared effective by the SEC on or before April 5, 2007.
      Notwithstanding the above, if the SEC notifies the Company that the SEC intends
      to review the Registration Statement, the Company will use its best efforts
      to
      have the Registration Statement become effective as soon as reasonably practical
      after the SEC review, but in no event will the Company be required to meet
      the
      April 5, 2007 deadline.

    


    (ii)    The
      Company will use its best efforts for a period of five (5) years to maintain
      the
      effectiveness of the Registration Statement in accordance with the terms of
      the
      Registration Rights Agreement. Notwithstanding the above, the Registration
      Rights Agreement shall provide that the Company may suspend the use of the
      Registration Statement for periods not to exceed thirty days in length if,
      in
      the good faith opinion of the Board of Directors of the Company, after
      consultation with counsel, material, nonpublic information exists, including
      without limitation, due to the passage of time or the existence of pending
      material corporate developments, the public disclosure of which would be
      necessary to cause the Registration Statement to be materially true and to
      contain no material misstatements or omissions, and in each such case, where,
      in
      the good faith opinion of the Board of Directors, such disclosure will require
      time to develop or would be reasonably likely to have a material adverse effect
      on the Company. 

    


    (iii)    Claimant
      Parties will provide information as is reasonably requested by the Company
      be
      included in the Registration Statement. All of such information shall be true
      and correct in all material respects.

    


    The
      final
      terms of the Registration Rights Agreement shall be as mutually agreed to by
      the
      Parties.

     

    3.    Release
      of Claims by Claimant Parties.
      As a
      material inducement to the Company to enter into this Agreement, the Claimant
      Parties hereby irrevocably release the Company and each of the owners,
      stockholders, predecessors, successors, directors, officers, employees,
      representatives, attorneys, subsidiaries and affiliates (and agents, directors,
      officers, employees, representatives and attorneys of such subsidiaries and
      affiliates) of the Company, and all persons acting by, through, under or in
      concert with them, including without limitation, Michael Criden, Justin A.
      Stanley, Glenn Singer, Richard Bennett and Ron Warren (collectively the
“Releasees”), from any and all charges, claims, liabilities, agreements,
      damages, causes of action, suits, costs, losses, debts and expenses (including
      attorneys’ fees and costs actually incurred) of any nature whatsoever, known or
      unknown, including, but not limited to, any claim of breach of fiduciary duty,
      rights arising out of alleged violations of any contracts, express or implied,
      any covenant of good faith and fair dealing, express or implied, or any tort,
      or
      any federal, state or other governmental statute, regulation or ordinance (the
      “Claim” or “Claims”), which the Claimant Parties now have, or claim to have, or
      which the Claimant Parties at any time hereinafter may have or claim to have,
      against each or any of the Releasees occurring up to and including the Effective
      Date. Notwithstanding the above, the Claimant Parties shall continue to own
      the
      shares and warrants, if any, they owned prior to the Effective Date; however,
      claims accruing or arising prior to the Effective Date relating to those shares
      and warrants are released hereby. The terms and conditions of such warrants,
      if
      any, shall continue as stated in the


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    applicable
      warrant agreements between the Parties, without any right or claim to additional
      or better terms sought in (or similar to those sought in) the
      Lawsuits.

     

    4.    Covenants
      Not to Sue.
      The
      Breit Plaintiffs, the Bandy Plaintiffs, the Devone Plaintiff, the Seifert
      Plaintiffs, the Walters Plaintiffs and the Other Claimants agree that they
      will
      not hereafter file or pursue any claims, grievances, complaints, lawsuits,
      or
      arbitrations against Releasees based on any Claim.

     

    5.    Confidentiality
      of this Agreement.
      The
      Parties agree to keep confidential the terms of this Agreement, except as may
      be
      required by law (including but not limited to SEC disclosures) or as the
      Company, in its sole discretion, may deem fit to disclose in a press
      release.

     

    6.    Destruction
      of Files.
      The
      Breit Plaintiffs, the Bandy Plaintiffs, the Devone Plaintiff, the Seifert
      Plaintiffs, the Walters Plaintiffs and the Other Claimants shall immediately
      destroy all pleadings, depositions, files, correspondence, computer records,
      disks, and other documents obtained in the Lawsuits or relating to the Lawsuits
      or the Claims (collectively the “Files”). Frank shall only use the Files to
      assist the Company and shall destroy the Files immediately upon request of
      the
      Company.

    


    7.    Agreement
      Not to Assist Others.
      The
      Breit Plaintiffs, the Bandy Plaintiffs, the Devone Plaintiff, the Seifert
      Plaintiffs, the Walters Plaintiffs and the Other Claimants represent and agree
      that they will not assist any other person or entity of any kind in the
      institution, assertion, commencement, pursuit, prosecution, settlement or
      resolution of any claim, action, cause of action, suit, right, or demand of
      any
      kind whatsoever that in any way is based on, relates to, or arises from in
      whole
      or in part, directly or indirectly, any act or omission of any of the Releasees
      occurring up to and including the Effective Date of this Agreement, including
      but not limited to any claim that was asserted or that could have been asserted
      in the Lawsuits. 

    


    8.    Agreement
      Not to Use Confidential Information by Claimant Parties.
      The
      Claimant Parties covenant and agree, for a period of five (5) years from the
      Effective Date of this Agreement, not to use any Confidential Information which
      is or may come into the possession or knowledge of the Claimant Parties,
      including, but not limited to, any such information that was or is obtained
      through the Lawsuits or through any other means not herein specified, in any
      way
      against the Releasees. For purposes of this Agreement, “Confidential
      Information” means any and all data and information, whether disclosed orally,
      in writing, by observation, or otherwise, relating to the Company’s business
      which is not generally known to its competitors or the public and which has
      value to the Company. Confidential information covered by this Agreement does
      not have to be marked “Confidential” to be treated as such, and it includes,
      without limitation, information relating to the Company’s: software; designs;
      compilations; programs; methods; techniques; drawings; processes; research
      and
      development; legal affairs; accounting; filings and drafts thereof; work papers;
      finances; actual or potential customer information and lists; customer,
      partners, prospective customer, clients, vendors, agents, representatives,
      consultant, and employment candidate contact names and information; customer
      preferences; the needs and hiring habits of the Company’s customers; billing
      rates; pricing practices; marketing, recruiting, and placement strategies;
      business plans; margins; prices; operations; existing and future services;
      contract expiration dates; forecasts and forecast assumptions and volumes;
      and
      other financial, sales, marketing, services, and operations information, whether
      written or otherwise, which is not common knowledge in the Company’s industry or
      to the public. Confidential Information shall not include any data or
      information that has been voluntarily disclosed to the public or its competitors
      by the Company (except where such public disclosure has been made
      without


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    authorization)
      or that has been independently developed and disclosed by others, or that
      otherwise enters the public domain through lawful means.

     

    9.    Agreement
      Not to Disparage by Claimant Parties.
      The
      Claimant Parties agree that, as part of the consideration for this Agreement,
      and for a period of three (3) years from the Effective Date, they will not,
      directly or indirectly, in any capacity or manner, make, cause, encourage or
      assist to be made any statements, comments or remarks, whether oral, verbal,
      in
      writing, or electronically transmitted, which might reasonably be considered
      to
      be derogatory, defamatory or critical of, or negative towards, or to malign,
      harm, defame, disparage, or damage the reputation and good name of the Company,
      its subsidiaries or affiliates, its respective officers, directors, agents
      or
      employees, or the Releasees. Provided, however, that if any of the Claimant
      Parties are required by any applicable law, regulation, statute, subpoena,
      court
      order or other compulsory process to disclose information related to the
      Company, such disclosure of truthful information shall not constitute a breach
      of this section or of this Agreement, provided that the Claimant Parties give
      the Company reasonable advance notice of the request for such
      disclosure.

    


    10.    Dismissal.
      Within
      48 hours of delivery of the stock certificates to Frank as provided in paragraph
      2(a) hereon, Frank, on behalf of the Claimant Parties, shall dismiss with
      prejudice the Lawsuits and the proceeding pending in the United States District
      Court for the Southern District of Florida, Fort Lauderdale Division, Civil
      Action No. 0:06-CV-61800-Dimitrouleas.

     

    11.    Entire
      Agreement.
      This
      Agreement sets forth the complete and exclusive statement of the terms of the
      agreement between the Parties hereto and fully supersedes any and all prior
      agreements or understandings between the Parties hereto pertaining to the
      subject matter hereof.

     

    12.    Governing
      Law.
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of Georgia, without giving effect to any principles of conflicts of
      laws.

     

    13.    Specific
      Performance; Attorneys’ Fees.
      This
      Agreement may be specifically enforced, and injunctive relief may be granted
      to
      prevent a breach of the Agreement since there is no adequate remedy at law.
      The
      prevailing party in any proceeding brought to enforce this Agreement shall
      be
      entitled to an award of its reasonable costs and expenses, including, without
      limitation, attorneys’ fees. 

    


    14.    Severability.
      Should
      any part, term or provision of this Agreement be declared or determined by
      any
      court to be illegal, invalid or otherwise unenforceable, the legality, validity
      and enforceability of the remaining parts, terms or provisions hereof shall
      be
      deemed not to be affected, and the Agreement shall be interpreted and enforced
      as if such illegal, invalid or unenforceable part, term or provision, to the
      extent possible, is not contained herein. 

     

    15.    Construction.
      The
      Parties acknowledge and agree that they participated jointly in the negotiation
      and drafting of this Agreement and the rule of construction that ambiguities
      are
      construed against the drafter is hereby waived.

     

    16.    Retention
      of Frank.
      Frank
      agrees to consult with and/or represent the Company at the Company's option
      in
      connection with the filing or evaluation of or assistance with, one or more
      claims which the Company may have against third parties. In addition, Frank
      agrees to assist the Company in other legal matters, as needed (and subject
      to
      reasonable time


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    limitations).
      As a result, Frank understands and agrees that he will not be able to litigate
      against the Company, and each of the owners, stockholders, predecessors,
      successors, directors, officers, employees, representatives, attorneys,
      subsidiaries and affiliates (and agents, directors, officers, employees,
      representatives and attorneys of such subsidiaries and affiliates) in the
      future, unless authorized in writing by the Company. 

    


    17.    Consent
      Motions.
      The
      Parties agree to immediately file consent motions to stay rulings on and
      responses to motions pending in the Lawsuits. The Parties also agree to file
      a
      consent motion in the Breit litigation requesting that the court seal the entire
      record of the proceeding. Finally, the Parties agree that no further documents
      (pleadings, depositions, etc...) shall be filed in any of the Lawsuits by either
      Party, except dismissals of the Lawsuits. 

    


    18.    Amendment.
      This
      Agreement may not be modified, amended, supplemented, or terminated except
      by a
      written instrument executed by the Parties hereto.

    


    19.    Heading.
      The
      headings contained in this Agreement are for reference purposes only and shall
      not in any way affect the meaning or interpretation of this
      Agreement.

    


    20.    Notice.
      All
      notices, requests, demands, and other communications required hereunder shall
      be
      in writing and shall be deemed to have been duly given if delivered or if
      mailed, by United States certified or registered mail, postage prepaid, to
      the
      other party to which the same is directed at the following addresses (or at
      such
      other addresses as shall be given in writing by the Parties to one
      another):

    


    
      	
              If
                to the Company: 

            	
              Attn:
                Chief Financial Officer w/ a copy also to: 

              Attn:
                General Counsel 

              SmartVideoTM
                Technologies, Inc. 

              d/b/a
                uVuMobileTM

              3505
                Koger Boulevard, Suite 400 

              Duluth,
                Georgia 30096

            
	
               

            	
               

            
	
              If
                to Claimant Parties: 

            	
              Alan
                L. Frank, Esquire 

              Alan
                L. Frank Law Associates, P.C. 

              8380
                Old York Road, Ste. 410 

              Elkins
                Park, PA 19027

            


    

     

    21.    Counterparts.
      This
      Agreement may be executed in one or more counterparts, each of which shall
      be an
      original, and all of which together shall be deemed to be one and the same
      Agreement. Executed counterparts may be delivered via facsimile
      transmission.

    


    22.    Participation
      in Negotiations.
      EACH OF
      THE UNDERSIGNED PARTIES ACKNOWLEDGES AND AGREES THAT SUCH PARTY HAS PARTICIPATED
      IN THE NEGOTIATION OF AND CAREFULLY READ EACH OF THE TERMS AND PROVISIONS OF
      THIS AGREEMENT AND UNDERSTANDS ITS CONTENTS, AND THAT SUCH PARTY EXECUTED THIS
      AGREEMENT AS SUCH PARTY’S OWN FREE ACT AND DEED.


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    Executed
      and agreed to this 11th day of January, 2007 by and between: 

     

    SmartVideoTM
      Technologies, Inc. d/b/a uVuMobileTM 

    


    


    By: 
      /s/
      William J. Loughman

      
        

      

    

    Its: Chief
      Financial Officer

    


    /s/
      Bruce
      Breit

    
      
BRUCE
      BREIT

    


    


    /s/
      Donna
      Breit

    
      
DONNA
      BREIT

    


    


    /s/
      Robert A. Breit

      

    

    ROBERT
      A.
      BREIT

    


    


    /s/
      James
      L. Chittaro

      

    

    JAMES
      L.
      CHITTARO

    


    


    /s/
      Joel
      Cohen

      

    

    JOEL
      COHEN

    


    


    /s/
      Robert Gruen

      

    

    ROBERT
      GRUEN

    


    


    /s/
      Lawrence Hanson

      

    

    LAWRENCE
      HANSON

    


    


    /s/
      Richard Himmelman

      

    

    RICHARD
      HIMMELMAN

    


    


    /s/
      Ronald Himmelman

      

    

    RONALD
      HIMMELMAN

    


    


    /s/
      Karyn
      Keller

      

    

    KARYN
      KELLER

    


    


    /s/
      Peter
      M. Vilim

      

    

    PETER
      M.
      VILIM


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    /s/
      Robert Winskowicz

      

    

    ROBERT
      WINSKOWICZ

    


    


    /s/
      William B. Bandy

      

    

    WILLIAM
      B. BANDY

    


    


    /s/
      Thomas Bivens

      

    

    THOMAS
      BIVENS

    


    


    /s/
      J.
      Mark Leho

      

    

    J.
      MARK
      LEHO

    


    


    /s/
      Christopher Devone

      

    

    CHRISTOPHER
      DEVONE

    


    


    /s/
      Richard J. Seifert

      

    

    RICHARD
      J. SEIFERT

    


    


    /s/
      Rita
      M. Seifert

      

    

    RITA
      M.
      SEIFERT

    


    


    /s/
      John
      L. Walters

      

    

    JOHN
      L.
      WALTERS

    


    


    /s/
      Robert T. Campbell

      

    

    ROBERT
      T.
      CAMPBELL

    


    


    /s/
      Steven Himmelman

      

    

    STEVEN
      HIMMELMAN

    


    


    /s/
      Brian
      Boxer

      

    

    BRIAN
      BOXER

    


    


    /s/
      Vittoriano Diluzio

      

    

    VITTORIANO
      DILUZIO

    


    


    /s/
      Jerry
      Bratton

      

    

    JERRY
      BRATTON


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    /s/
      Darren Breitkreuz

      

    

    DARREN
      BREITKREUZ

    


    


    /s/
      Alan
      L. Frank, Esquire

      

    

    ALAN
      L.
      FRANK, ESQUIRE

    


    


    


    ALAN
      L.
      FRANK LAW ASSOCIATES, P.C.

    


    


    By: 
      /s/
      Alan
      L. Frank, Esquire