EX 10.2


    EXHIBIT
      10.2

    


    REGISTRATION
      RIGHTS AGREEMENT

    


    This
      Registration Rights Agreement (this “Agreement”)
      is
      made and entered into as of January 11, 2007, by and among
      SmartVideoTM
      Technologies, Inc., a Delaware corporation, d/b/a uVuMobileTM (the “Company”),
      and
      the investors signatory hereto (each an “Investor”
and
      collectively, the “Investors”).

    


    This
      Agreement is made pursuant to that certain General Release and Settlement
      Agreement, dated January 11, 2007 between the Company and the Investors (the
      “Settlement
      Agreement”).

    


    The
      Company and the Investors hereby agree as follows: 

    


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

    


    “Advice”
shall
      have the meaning set forth in Section 6(b).

    


    “Agreement”
shall
      have the meaning set forth in the first paragraph hereto.

    


    “Blackout
      Period”
shall
      have the meaning set forth in Section 2(b).

    


    “Commission”
means
      the Securities and Exchange Commission.

    


    “Common
      Stock”
means
      the common stock, par value $0.001 of the Company.

    


    “Company”
shall
      have the meaning set forth in the first paragraph hereto.

    


    “Effectiveness
      Date”
means
      April 5, 2007, provided,
      that,
      if the
      Commission notifies the Company that the Registration Statement will be reviewed
      and is subject to comment by the Commission (a “Commission
      Review”),
      then
      the Company shall use its best efforts to have the Registration Statement
      declared effective by the Commission as soon as reasonably practicable following
      the Commission Review, and the Effectiveness Date shall mean the date the
      Registration Statement is declared effective by the Commission. 

    


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

    


    “Exchange
      Act”
means
      the Securities Exchange Act of 1934, as amended, and the rules and regulations
      promulgated thereunder.  

    


    “Filing
      Date”
means
      February 12, 2007.

    


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


    
      
         

      

      
         

        
          

        

      

      
         

      

    


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

    


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

    


    “Investor”
or
      “Investors”
shall
      have the meaning set forth in the first paragraph hereto.

    


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

    


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

    


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

    


    “Registrable
      Securities”
means
      the Shares, together with any securities issued or issuable upon any stock
      split, dividend or other distribution, recapitalization or similar event with
      respect to the foregoing. 

    


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

    


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

    


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

    


    “Securities
      Act”
means
      the Securities Act of 1933, as amended, and the rules and regulations
      promulgated thereunder.

    


    “Settlement
      Agreement”
shall
      have the meaning set forth in the second paragraph hereto.


    
      
         

      

      
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    “Shares”
means
      the 6,000,000 shares of Common Stock issued to the Investors pursuant to the
      Settlement Agreement in the respective amounts as determined pursuant to the
      Settlement Agreement. 

    


    “Special
      Counsel”
means
      Alan L. Frank, special counsel to the Investors.

    


    2.    Registration.

    


    (a)    On
      or
      prior to the Filing Date, the Company shall prepare and file with the Commission
      a Registration Statement on Form S-1 or any other appropriate form covering
      the
      resale of all Registrable Securities for an offering to be made on a continuous
      basis pursuant to Rule 415; provided,
      that,
      the
      parties agree that the Registration Statement shall contain (except if otherwise
      directed by the Holders) the “Plan of Distribution” attached hereto as
Annex
      A.
      The
      Company shall use its best efforts to cause the Registration Statement to be
      declared effective under the Securities Act as promptly as possible after the
      filing thereof, but in any event on or prior to the Effectiveness Date, and
      shall use its best efforts to keep each Registration Statement continuously
      effective under the Securities Act, subject to Section 2(b) hereof, until the
      date which is five years after the date that such Registration Statement is
      declared effective by the Commission or such earlier date when all Registrable
      Securities covered by such Registration Statement have been sold or may be
      sold
      without volume restrictions pursuant to Rule 144(k) promulgated by the
      Commission pursuant to the Securities Act, as determined by the counsel to
      the
      Company pursuant to a written opinion letter to such effect, addressed and
      acceptable to the Company's transfer agent (the “Effectiveness
      Period”).

    


    (b)    Notwithstanding
      anything herein to the contrary, the Company shall have the right to suspend
      the
      use of the Registration Statement for a period of not greater than thirty (30)
      consecutive days and for not more than seventy-five (75) days in any twelve
      (12)
      month period (“Blackout
      Period”),
      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. The Company must give the Investors written notice promptly
      upon
      knowledge that a Blackout Period (without indicating the nature of such Blackout
      Period) will occur. Upon the conclusion of a Blackout Period the Company shall
      provide the Investors written notice that the Registration Statement is again
      available for use.

    


    3.    Registration
      Procedures

    


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

    


    (a)    Not
      less
      than two business days prior to the filing of a Registration Statement or any
      related Prospectus or any amendment or supplement thereto, the Company
      shall


    
      
         

      

      
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    furnish
      to Special Counsel copies of all such documents proposed to be filed, other
      than
      exhibits to any such filing. 

    


    (b)    Subject
      to Section 2(b), (i) prepare and file with the Commission such amendments,
      including post-effective amendments, to the Registration Statement and the
      Prospectus used in connection therewith as may be necessary to keep the
      Registration Statement continuously effective as to the Registrable Securities
      for the Effectiveness Period; (ii) cause the related Prospectus to be amended
      or
      supplemented by any required Prospectus supplement, and as so supplemented
      or
      amended to be filed pursuant to Rule 424; (iii) respond as promptly as
      reasonably possible, and in any event within twenty business days, to any
      comments received from the Commission with respect to a Registration Statement
      or any amendment thereto; and (iv) comply in all material respects with the
      provisions of the Securities Act and the Exchange Act with respect to the
      disposition of all Registrable Securities covered by a Registration Statement
      during the applicable period in accordance with the intended methods of
      disposition by the Holders thereof set forth in such Registration Statement
      as
      so amended or in such Prospectus as so supplemented.

    


    (c)    Notify
      the Holders of Registrable Securities to be sold and their Special Counsel
      as
      promptly as reasonably possible (and, in the case of (i)(A) below, not less
      than
      two business days prior to such filing) (i)(A) when a Prospectus or any
      Prospectus supplement or post-effective amendment to a Registration Statement
      is
      proposed to be filed; (B) when the Commission notifies the Company whether
      there
      will be a “review” of such Registration Statement and whenever the Commission
      comments in writing on such Registration Statement; and (C) with respect to
      a
      Registration Statement or any post-effective amendment, when the same has become
      effective; (ii) of any request by the Commission or any other Federal or state
      governmental authority for amendments or supplements to a Registration Statement
      or Prospectus or for additional information; (iii) of the issuance by the
      Commission of any stop order suspending the effectiveness of a Registration
      Statement covering any or all of the Registrable Securities or the initiation
      of
      any proceedings for that purpose; (iv) of the receipt by the Company of any
      notification with respect to the suspension of the qualification or exemption
      from qualification of any of the Registrable Securities for sale in any
      jurisdiction, or the initiation or threatening of any Proceeding for such
      purpose; and (v) of the occurrence of any event or passage of time that makes
      the financial statements included in a Registration Statement ineligible for
      inclusion therein or any statement made in such Registration Statement or
      Prospectus or any document incorporated or deemed to be incorporated therein
      by
      reference untrue in any material respect or that requires any revisions to
      such
      Registration Statement, Prospectus or other documents so that, in the case
      of a
      Registration Statement or the Prospectus, as the case may be, it will not
      contain any untrue statement of a material fact or omit to state any material
      fact required to be stated therein or necessary to make the statements therein,
      in light of the circumstances under which they were made, not misleading.


    


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


    
      
         

      

      
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    (e)    Furnish
      to each Holder and their Special Counsel, without charge, at least one conformed
      copy of each Registration Statement and each amendment thereto, including
      financial statements and schedules, all documents incorporated or deemed to
      be
      incorporated therein by reference, and all exhibits to the extent requested
      by
      such person (including those previously furnished or incorporated by reference)
      promptly after the filing of such documents with the Commission.

    


    (f)    Promptly
      deliver to each Holder and their Special Counsel, without charge, as many copies
      of the Prospectus or Prospectuses (including each form of prospectus) and each
      amendment or supplement thereto as such persons may reasonably request. The
      Company hereby consents to the use of such Prospectus and each amendment or
      supplement thereto by each of the selling Holders in connection with the
      offering and sale of the Registrable Securities covered by such Prospectus
      and
      any amendment or supplement thereto.

    


    (g)    Prior
      to
      any public offering of Registrable Securities, use its commercially reasonable
      efforts to register or qualify or cooperate with the selling Holders and their
      Special Counsel in connection with the registration or qualification (or
      exemption from such registration or qualification) of such Registrable
      Securities for offer and sale under the securities or blue sky laws of such
      jurisdictions within the United States as any Holder requests in writing, to
      keep each such registration or qualification (or exemption therefrom) effective
      during the Effectiveness Period and to do any and all other acts or things
      reasonably necessary or advisable to enable the disposition in such
      jurisdictions of the Registrable Securities covered by a Registration Statement;
      provided,
      that,
      the
      Company shall not be required to qualify generally to do business in any
      jurisdiction where it is not then so qualified, nor shall the Company be subject
      to any material tax in any such jurisdiction where it is not then so
      subject.

    


    (h)    Cooperate
      with the Holders to facilitate the timely preparation and delivery of
      certificates representing Registrable Securities to be delivered to a transferee
      pursuant to a Registration Statement and to enable such Registrable Securities
      to be in such denominations and registered in such names as any such Holders
      may
      reasonably request.

    


    (i)    Subject
      to Section 2(b), upon the occurrence of any event contemplated by Section
      3(c)(v), as promptly as reasonably possible, prepare a supplement or amendment,
      including a post-effective amendment, to the Registration Statement or a
      supplement to the related Prospectus or any document incorporated or deemed
      to
      be incorporated therein by reference, and file any other required document
      so
      that, as thereafter delivered, neither such Registration Statement nor such
      Prospectus will contain an untrue statement of a material fact or omit to state
      a material fact required to be stated therein or necessary to make the
      statements therein, in light of the circumstances under which they were made,
      not misleading.

    


    (j)    The
      Company may require each selling Holder to furnish to the Company (i) a
      certified statement as to the number of shares of Common Stock beneficially
      owned by such Holder and the controlling person thereof, if applicable, (ii)
      a
      description of any material relationship between such Holder and the Company,
      its predecessors or affiliates, within the past three years and (iii) any other
      information required for inclusion in any document to be filed with or furnished
      to the Commission.


    
      
         

      

      
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    4.    Registration
      Expenses.
      All
      fees and expenses incident to the performance of or compliance with this
      Agreement by the Company shall be borne by the Company whether or not any
      Registrable Securities are sold pursuant to the Registration Statement. The
      fees
      and expenses referred to in the foregoing sentence shall include, without
      limitation, (i) all registration and filing fees (including, without limitation,
      fees and expenses (A) with respect to filings required to be made with the
      trading market on which the Common Stock is then listed for trading, and
      (B) in compliance with applicable state securities or Blue Sky laws), (ii)
      printing expenses (including, without limitation, expenses of printing
      certificates for Registrable Securities and of printing prospectuses if the
      printing of prospectuses is reasonably requested by the holders of a majority
      of
      the Registrable Securities included in the Registration Statement), (iii)
      messenger, telephone and delivery expenses, (iv) fees and disbursements of
      counsel for the Company, (v) Securities Act liability insurance, if the
      Company so desires such insurance, and (vi) fees and expenses of all other
      persons retained by the Company in connection with the consummation of the
      transactions contemplated by this Agreement. In addition, the Company shall
      be
      responsible for all of its internal expenses incurred in connection with the
      consummation of the transactions contemplated by this Agreement (including,
      without limitation, all salaries and expenses of its officers and employees
      performing legal or accounting duties), the expense of any annual audit and
      the
      fees and expenses incurred in connection with the listing of the Registrable
      Securities on any securities exchange as required hereunder. Other than as
      set
      forth herein, the Holders shall bear each of their own expenses, including
      any
      underwriter discounts or fees and any accounting fees or expenses or legal
      fees,
      including fees of Special Counsel.

    


    5.    Indemnification.

    


    (a)    Indemnification
      by the Company.
      The
      Company shall, notwithstanding any termination of this Agreement, indemnify
      and
      hold harmless each Holder, the officers, directors, agents and employees of
      each
      of them, each Person who controls any such Holder (within the meaning of Section
      15 of the Securities Act or Section 20 of the Exchange Act) and the officers,
      directors, agents and employees of each such controlling Person, to the fullest
      extent permitted by applicable law, from and against any and all losses, claims,
      damages, liabilities, costs (including, without limitation, reasonable costs
      of
      preparation and reasonable attorneys' fees) and expenses (collectively,
“Losses”),
      as
      incurred, arising out of or relating to any untrue or alleged untrue statement
      of a material fact contained in a Registration Statement, any Prospectus or
      any
      form of prospectus or in any amendment or supplement thereto or in any
      preliminary prospectus, or arising out of or relating to any omission or alleged
      omission of a material fact required to be stated therein or necessary to make
      the statements therein (in the case of any Prospectus or form of prospectus
      or
      supplement thereto, in light of the circumstances under which they were made)
      not misleading, except to the extent, but only to the extent, that (1) such
      untrue statements or omissions are based solely upon information regarding
      such
      Holder furnished in writing to the Company by such Holder expressly for use
      therein, or to the extent that such information relates to such Holder or such
      Holder's proposed method of distribution of Registrable Securities and was
      reviewed and expressly approved in writing by such Holder expressly for use
      in a
      Registration Statement, such Prospectus or such form of Prospectus or in any
      amendment or supplement thereto (it being understood that such Holder has
      approved Annex A hereto for this purpose) or (2) in the case of the suspension
      of the use of the Registration


    
      
         

      

      
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    Statement
      pursuant to Section 2(b) or an occurrence of an event of the type specified
      in
      Section 3(c)(ii)-(v), the use by such Holder of an outdated or defective
      Prospectus after the Company has notified such Holder in writing that the
      Prospectus is suspended, outdated or defective and prior to the receipt by
      such
      Holder of the Advice contemplated in Section 6(b). The Company shall notify
      the
      Holders promptly of the institution, threat or assertion of any Proceeding
      of
      which the Company is aware in connection with the transactions contemplated
      by
      this Agreement.

    


    (b)    Indemnification
      by Holders.
      Each
      Holder shall, severally and not jointly, indemnify and hold harmless the
      Company, its directors, officers, agents and employees, each Person who controls
      the Company (within the meaning of Section 15 of the Securities Act and Section
      20 of the Exchange Act), and the directors, officers, agents or employees of
      such controlling Persons, to the fullest extent permitted by applicable law,
      from and against all Losses, as incurred, arising solely out of or based solely
      upon: (x) such Holder's failure to comply with the prospectus delivery
      requirements of the Securities Act or (y) any untrue statement of a material
      fact contained in any Registration Statement, any Prospectus, or any form of
      prospectus, or in any amendment or supplement thereto, or arising solely out
      of
      or based solely upon any omission of a material fact required to be stated
      therein or necessary to make the statements therein not misleading to the
      extent, but only to the extent, that such untrue statement or omission is
      contained in any information so furnished in writing by such Holder to the
      Company specifically for inclusion in such Registration Statement or such
      Prospectus or to the extent that (1) such untrue statements or omissions are
      based solely upon information regarding such Holder furnished in writing to
      the
      Company by such Holder expressly for use therein, or to the extent that such
      information relates to such Holder or such Holder's proposed method of
      distribution of Registrable Securities and was reviewed and expressly approved
      in writing by such Holder expressly for use in a Registration Statement (it
      being understood that such Holder has approved Annex A hereto for this purpose),
      such Prospectus or such form of Prospectus or in any amendment or supplement
      thereto or (2) in the case of the suspension of the use of the Registration
      Statement pursuant to Section 2(b) or an occurrence of an event of the type
      specified in Section 3(c)(ii)-(v), the use by such Holder of a suspended,
      outdated or defective Prospectus after the Company has notified such Holder
      in
      writing that the Prospectus is suspended, outdated or defective and prior to
      the
      receipt by such Holder of the Advice contemplated in Section 6(b). 

    


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


    
      
         

      

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

    


    All
      fees
      and expenses of the Indemnified Party (including reasonable fees and expenses
      to
      the extent incurred in connection with investigating or preparing to defend
      such
      Proceeding in a manner not inconsistent with this Section) shall be paid to
      the
      Indemnified Party, as incurred, within fifteen business days of written notice
      thereof to the Indemnifying Party (regardless of whether it is ultimately
      determined that an Indemnified Party is not entitled to indemnification
      hereunder; provided,
      that,
      the
      Indemnifying Party may require such Indemnified Party to undertake to reimburse
      all such fees and expenses to the extent it is finally judicially determined
      that such Indemnified Party is not entitled to indemnification
      hereunder).

    


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


    
      
         

      

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

    


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

    


    6.    Miscellaneous

    


    (a)    Compliance;
      Agreements.
      Each
      Holder covenants and agrees that it will comply with the prospectus delivery
      requirements of the Securities Act applicable to it in connection with sales
      of
      Registrable Securities pursuant to the Registration Statement. Each Holder
      that
      is affiliated with a registered broker-dealer further covenants and agrees
      that,
      at the time it acquires the Registrable Securities pursuant to the Settlement
      Agreement, it will not have any agreement or understanding, directly or
      indirectly, with any person to distribute any of such Registrable Securities.
      Each Holder acknowledges that it may not use Registrable Shares to cover short
      sales of Common Sock made prior to the date on which the Registration Statement
      is declared effective by the Commission.

    


    (b)    Discontinued
      Disposition.
      Each
      Holder agrees by its acquisition of such Registrable Securities pursuant to
      the
      Settlement Agreement that, upon receipt of a notice from the Company of the
      suspension of the use of a Registration Statement pursuant to Section 2(b)
      or
      the occurrence of any event of the kind described in Section 3(c), such Holder
      will forthwith discontinue disposition of such Registrable Securities under
      the
      Registration Statement until such Holder's receipt of the copies of the
      supplemented Prospectus and/or amended Registration Statement or until it is
      advised in writing (the “Advice”)
      by the
      Company that the use of the applicable Prospectus may be resumed, and, in either
      case, has received copies of any additional or supplemental filings that are
      incorporated or deemed to be incorporated by reference in such Prospectus or
      Registration Statement. The Company may provide appropriate stop orders to
      enforce the provisions of this paragraph.

    


    (c)    Amendments
      and Waivers.
      The
      provisions of this Agreement, including the provisions of this sentence, may
      not
      be amended, modified or supplemented, and waivers or consents to departures
      from
      the provisions hereof may not be given, unless the same shall be in writing
      and
      signed by the Company and the Holders of a majority in interest of the then
      outstanding Registrable Securities.

    


    (d)    Notices.
      Any and
      all notices or other communications or deliveries required or permitted to
      be
      provided hereunder shall be in writing and shall be deemed given
      and


    
      
         

      

      
        -9-

        
          

        

      

      
         

      

    


    effective
      on the earliest of (i) the date of transmission, if such notice or communication
      is delivered via facsimile at the facsimile number specified in this Section
      prior to 6:30 p.m. (New York City time) on a business day, (ii) the business
      day
      after the date of transmission, if such notice or communication is delivered
      via
      facsimile at the facsimile number specified in this Agreement later than 6:30
      p.m. (New York City time) on any date and earlier than 11:59 p.m. (New York
      City
      time) on such date, (iii) the business day following the date of mailing, if
      sent by nationally recognized overnight courier service, or (iv) upon actual
      receipt by the party to whom such notice is required to be given. The address
      for such notices and communications shall be as set forth in the Settlement
      Agreement or such other address as may be designated in writing hereafter,
      in
      the same manner, by such person. 

    


    (e)    Successors
      and Assigns.
      This
      Agreement shall inure to the benefit of and be binding upon the successors
      and
      permitted assigns of each of the parties and shall inure to the benefit of
      each
      Holder. Neither the Company nor any Holder may assign its rights or obligations
      hereunder without the prior written consent of each Holder, with respect to
      the
      Company, and of the Company, with respect to a Holder. 

    


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

    


    (g)    Governing
      Law.
      All
      questions concerning the construction, validity, enforcement and interpretation
      of this Agreement shall be governed by and construed and enforced in accordance
      with the internal laws of the State of Georgia, without regard to the principles
      of conflicts of law thereof. Each party agrees that all Proceedings concerning
      the interpretations, enforcement and defense of the transactions contemplated
      by
      this Agreement (whether brought against a party hereto or its respective
      affiliates, directors, officers, shareholders, employees or agents) shall be
      commenced exclusively in the state and federal courts sitting in the State
      of
      Georgia. Each party hereto hereby irrevocably submits to the exclusive
      jurisdiction of the state and federal courts sitting in the State of Georgia
      for
      the adjudication of any dispute hereunder or in connection herewith or with
      any
      transaction contemplated hereby or discussed herein (including with respect
      to
      the enforcement of the any of this Agreement), and hereby irrevocably waives,
      and agrees not to assert in any Proceeding, any claim that it is not personally
      subject to the jurisdiction of any such court, that such Proceeding is improper.
      Each party hereto hereby irrevocably waives personal service of process and
      consents to process being served in any such Proceeding by mailing a copy
      thereof via registered or certified mail or overnight delivery (with evidence
      of
      delivery) to such party at the address in effect for notices to it under this
      Agreement and agrees that such service shall constitute good and sufficient
      service of process and notice thereof. Nothing contained herein shall be deemed
      to limit in any way any right to serve process in any manner permitted by law.
      Each party hereto hereby irrevocably waives, to the fullest extent permitted
      by
      applicable law, any and all right to trial by jury in any legal proceeding
      arising out of or relating to this Agreement or the transactions contemplated
      hereby. If either party shall commence a Proceeding to enforce
      any


    
      
         

      

      
        -10-

        
          

        

      

      
         

      

    


    provisions
      of this Agreement, then the prevailing party in such Proceeding shall be
      reimbursed by the other party for its attorneys’ fees and other costs and
      expenses incurred with the investigation, preparation and prosecution of such
      Proceeding.

    


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

    


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

    


    (j)    Independent
      Nature of Investors' Obligations and Rights.
      The
      obligations of each Investor hereunder are several and not joint with the
      obligations of any other Investor hereunder, and no Investor shall be
      responsible in any way for the performance of the obligations of any other
      Investor hereunder. Nothing contained herein or in any other agreement or
      document delivered at any closing, and no action taken by any Investor pursuant
      hereto or thereto, shall be deemed to constitute the Investors as a partnership,
      an association, a joint venture or any other kind of entity, or create a
      presumption that the Investors are in any way acting in concert with respect
      to
      such obligations or the transactions contemplated by this Agreement. Each
      Investor shall be entitled to protect and enforce its rights, including without
      limitation the rights arising out of this Agreement, and it shall not be
      necessary for any other Investor to be joined as an additional party in any
      proceeding for such purpose. 

    


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

    



    
      
         

      

      
        -11-

        
          

        

      

      
         

      

    


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

    


    SMARTVIDEOTM
      TECHNOLOGIES, INC.

    (d/b/a
      uVuMobileTM)

     

    By:
      /s/
      William
      J. Loughman

      
        

      

    

    Name:
      William J. Loughman

    Title:
      Chief Financial officer

     

    INVESTORS:

     

    /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/
      John
      Cohen

      

    

    JOEL
      COHEN

     

     

    /s/
      Robert Gruen

      

    

    ROBERT
      GRUEN

     

     

    /s/
      Lawrence Hanson

      

    

    LAWRENCE
      HANSON

     

     

    /s/
      Richarg Himmelman

      

    

    RICHARD
      HIMMELMAN

     

     

    /s/
      Ronald Himmelman

      

    

    RONALD
      HIMMELMAN

     

    
      
         

      

      
        -12-

        
          

        

      

      
         

      

    

     

     

    /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

     

    
      
         

      

      
        -13-

        
          

        

      

      
         

      

    

     

     

    /s/
      Vittoriano Diluzio

      

    

    VITTORIANO
      DILUZIO

     

     

    /s/
      Jerry
      Bratton

      

    

    JERRY
      BRATTON

     

     

    /s/
      Darren Breitkreuz

      

    

    DARREN
      BREITKREUZ

     

     

    /s/
      Alan
      L. Frank, Esquire

      

    

    ALAN
      L.
      FRANK, ESQUIRE

     

    
      
         

      

      
        -14-

        
          

        

      

      
         

      

    

     

    ANNEX
      A

    


    PLAN
      OF DISTRIBUTION

    


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

    


    
      	 	
              ·

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

            


    

    


    
      	 	
              ·

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

            


    

    


    
      	 	
              ·

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

            


    

    


    
      	 	
              ·

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

            


    

    


    
      	 	
              ·

            	
              privately
                negotiated transactions;

            


    

    


    
      	 	
              ·

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

            


    

    


    
      	 	
              ·

            	
              Broker-dealers
                may agree with the Selling Stockholders to sell a specified number
                of such
                shares at a stipulated price per
                share;

            


    

    


    
      	 	
              ·

            	
              a
                combination of any such methods of sale;
                and

            


    

    


    
      	 	
              ·

            	
              any
                other method permitted pursuant to applicable
                law.

            


    

    


    The
      Selling Stockholders may also sell shares under Rule 144 under the Securities
      Act of 1933, as amended (the “Securities Act”), if available, rather than under
      this prospectus.

     

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

     

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


    
      
         

      

      
        A-1

        
          

        

      

      
         

      

    


    the
      pledgees, transferees or other successors in interest as Selling Stockholders
      under this prospectus.

     

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

    


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

    


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

    


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

     

    The
      Company is required to pay certain fees and expenses incident to the
      registration of the shares. The Selling Stockholders shall bear each of their
      own fees and expenses, including but not limited to, the fees and disbursements
      of counsel to the Selling Stockholders. The Company has agreed to indemnify
      the
      Selling Stockholders against certain losses, claims, damages and liabilities.
      The Company has agreed to use its best efforts to keep this prospectus effective
      until the earlier of (i) the date that is five years after the date the
      Registration Statement, of which this Prospectus is a part, is declared
      effective by the SEC and (ii) the date when all securities covered by the
      Registration Statement, of which this Prospectus is a part, have been sold
      or
      may be sold without volume restrictions pursuant to Rule 144(k) of the
      Securities Act.

     

    
      
         

      

        A-2