ex4_8.htm


    
      
        

      

    

    
      Exhibit
        4.8

      


      SUBSIDIARY
        GUARANTEE

      


      SUBSIDIARY
        GUARANTEE, dated as of December  __, 2007 (this “Guarantee”), made
        by
        each of the signatories hereto (together with any other entity that may become
        a
        party hereto as provided herein, the “Guarantors”), in
        favor of the purchasers signatory (the “Purchasers”) to that
        certain Securities Purchase Agreement, dated as of the date hereof, between
        uVuMobile, Inc., a Delaware corporation (the “Company”) and the
        Purchasers.

       

      


      W
        I T N E S S E T
        H:

      


      WHEREAS,
        pursuant to that certain Securities Purchase Agreement, dated as of the date
        hereof, by and between the Company and the Purchasers (the “Purchase Agreement”),
        the Company has agreed to sell and issue to the Purchasers, and the Purchasers
        have agreed to purchase from the Company the Company’s Secured Convertible
        Debentures, due December __, 2009 (the “Debentures”), subject
        to the terms and conditions set forth therein; and

      


      WHEREAS,
        each Guarantor will directly benefit from the extension of credit to the
        Company
        represented by the issuance of the Debentures; and

      


      NOW,
        THEREFORE, in consideration of the premises and to induce the Purchasers
        to
        enter into the Purchase Agreement and to carry out the transactions contemplated
        thereby, each Guarantor hereby agrees with the Purchasers as
        follows:

      


      1.           Definitions.
        Unless
        otherwise defined herein, terms defined in the Purchase Agreement and used
        herein shall have the meanings given to them in the Purchase Agreement. The
        words “hereof,” “herein,” “hereto” and “hereunder” and words of similar import
        when used in this Guarantee shall refer to this Guarantee as a whole and
        not to
        any particular provision of this Guarantee, and Section and Schedule references
        are to this Guarantee unless otherwise specified. The meanings given to terms
        defined herein shall be equally applicable to both the singular and plural
        forms
        of such terms.  The following terms shall have the following
        meanings:

      


      “Guarantee”
means
        this
        Subsidiary Guarantee, as the same may be amended, supplemented or otherwise
        modified from time to time.

      


      “Obligations”
means,
        in addition to all other costs and expenses of collection incurred by Purchasers
        in enforcing any of such Obligations and/or this Guarantee, all of the
        liabilities and obligations (primary, secondary, direct, contingent, sole,
        joint
        or several) due or to become due, or that are now or may be hereafter contracted
        or acquired, or owing to, of any Debtor to the Secured Parties, including,
        without limitation, all obligations under this Agreement, the Debentures,
        this
        Guarantee and any other instruments, agreements or other documents executed
        and/or delivered in connection herewith or therewith, in each case, whether
        now
        or hereafter existing, voluntary or involuntary, direct or indirect, absolute
        or
        contingent, liquidated or unliquidated, whether or not jointly owed with
        others,
        and whether or not from time to time decreased or extinguished and later
        increased, created or incurred, and all or any portion of such obligations
        or
        liabilities that are paid, to the extent all or any part of such payment
        is
        avoided or recovered directly or indirectly from any of the Secured Parties
        as a
        preference, fraudulent transfer or otherwise as such obligations may be amended,
        supplemented, converted, extended or modified from time to
        time.  Without limiting the generality of the foregoing, the term
“Obligations” shall include, without limitation: (i) principal of, and interest
        on the Debentures and the loans extended pursuant thereto; (ii) any and all
        other fees, indemnities, costs, obligations and liabilities of the Debtors
        from
        time to time under or in connection with this Agreement, the Debentures,
        the
        Guarantee and any other instruments, agreements or other documents executed
        and/or delivered in connection herewith or therewith; and (iii) all amounts
        (including but not limited to post-petition interest) in respect of the
        foregoing that would be payable but for the fact that the obligations to
        pay
        such amounts are unenforceable or not allowable due to the existence of a
        bankruptcy, reorganization or similar proceeding involving any
        Debtor.


      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

       

      2.           Guarantee.

      


      (a)           Guarantee.

      


      
        	
                 

              	
                (i)

              	
                The
                  Guarantors hereby, jointly and severally, unconditionally and irrevocably,
                  guarantee to the Purchasers and their respective successors, indorsees,
                  transferees and assigns, the prompt and complete payment and performance
                  by the Company when due (whether at the stated maturity, by acceleration
                  or otherwise) of the Obligations.

              


      

      


      
        	
                 

              	
                (ii)

              	
                Anything
                  herein or in any other Transaction Document to the contrary
                  notwithstanding, the maximum liability of each Guarantor hereunder
                  and
                  under the other Transaction Documents shall in no event exceed
                  the amount
                  which can be guaranteed by such Guarantor under applicable federal
                  and
                  state laws, including laws relating to the insolvency of debtors,
                  fraudulent conveyance or transfer or laws affecting the rights
                  of
                  creditors generally (after giving effect to the right of contribution
                  established in Section 2(b)).

              


      

      


      
        	
                 

              	
                (iii)

              	
                Each
                  Guarantor agrees that the Obligations may at any time and from
                  time to
                  time exceed the amount of the liability of such Guarantor hereunder
                  without impairing the guarantee contained in this Section 2 or
                  affecting
                  the rights and remedies of the Purchasers
                  hereunder.

              


      


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      
        	
                 

              	
                (iv)

              	
                The
                  guarantee contained in this Section 2 shall remain in full force
                  and
                  effect until all the Obligations and the obligations of each Guarantor
                  under the guarantee contained in this Section 2 shall have been
                  satisfied
                  by payment in full.

              


      

      


      
        	
                 

              	
                (v)

              	
                No
                  payment made by the Company, any of the Guarantors, any other guarantor
                  or
                  any other Person or received or collected by the Purchasers from
                  the
                  Company, any of the Guarantors, any other guarantor or any other
                  Person by
                  virtue of any action or proceeding or any set-off or appropriation
                  or
                  application at any time or from time to time in reduction of or
                  in payment
                  of the Obligations shall be deemed to modify, reduce, release or
                  otherwise
                  affect the liability of any Guarantor hereunder which shall,
                  notwithstanding any such payment (other than any payment made by
                  such
                  Guarantor in respect of the Obligations or any payment received
                  or
                  collected from such Guarantor in respect of the Obligations), remain
                  liable for the Obligations up to the maximum liability of such
                  Guarantor
                  hereunder until the Obligations are paid in
                  full.

              


      

      


      
        	
                 

              	
                (vi)

              	
                Notwithstanding
                  anything to the contrary in this Agreement, with respect to any
                  defaulted
                  non-monetary Obligations the specific performance of which by the
                  Guarantors is not reasonably possible (e.g. the issuance of the
                  Company's
                  Common Stock), the Guarantors shall only be liable for making the
                  Purchasers whole on a monetary basis for the Company's failure
                  to perform
                  such Obligations in accordance with the Transaction
                  Documents.

              


      

      


      (b)           Right
        of
        Contribution. Each Guarantor hereby agrees that to the extent that a
        Guarantor shall have paid more than its proportionate share of any payment
        made
        hereunder, such Guarantor shall be entitled to seek and receive contribution
        from and against any other Guarantor hereunder which has not paid its
        proportionate share of such payment. Each Guarantor's right of contribution
        shall be subject to the terms and conditions of Section 2(c). The provisions
        of
        this Section 2(b) shall in no respect limit the obligations and liabilities
        of
        any Guarantor to the Purchasers, and each Guarantor shall remain liable to
        the
        Purchasers for the full amount guaranteed by such Guarantor
        hereunder.

      


      (c)           No
        Subrogation.  Notwithstanding any payment made by any Guarantor
        hereunder or any set-off or application of funds of any Guarantor by the
        Purchasers, no Guarantor shall be entitled to be subrogated to any of the
        rights
        of the Purchasers against the Company or any other Guarantor or any collateral
        security or guarantee or right of offset held by the Purchasers for the payment
        of the Obligations, nor shall any Guarantor seek or be entitled to seek any
        contribution or reimbursement from the Company or any other Guarantor in
        respect
        of payments made by such Guarantor hereunder, until all amounts owing to
        the
        Purchasers by the Company on account of the Obligations are paid in full.
        If any
        amount shall be paid to any Guarantor on account of such subrogation rights
        at
        any time when all of the Obligations shall not have been paid in full, such
        amount shall be held by such Guarantor in trust for the Purchasers, segregated
        from other funds of such Guarantor, and shall, forthwith upon receipt by
        such
        Guarantor, be turned over to the Purchasers in the exact form received by
        such
        Guarantor (duly indorsed by such Guarantor to the Purchasers, if required),
        to
        be applied against the Obligations, whether matured or unmatured, in such
        order
        as the Purchasers may determine.


      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      (d)           Amendments,
        Etc. With
        Respect to the Obligations. Each Guarantor shall remain obligated
        hereunder notwithstanding that, without any reservation of rights against
        any
        Guarantor and without notice to or further assent by any Guarantor, any demand
        for payment of any of the Obligations made by the Purchasers may be rescinded
        by
        the Purchasers and any of the Obligations continued, and the Obligations,
        or the
        liability of any other Person upon or for any part thereof, or any collateral
        security or guarantee therefor or right of offset with respect thereto, may,
        from time to time, in whole or in part, be renewed, extended, amended, modified,
        accelerated, compromised, waived, surrendered or released by the Purchasers,
        and
        the Purchase Agreement and the other Transaction Documents and any other
        documents executed and delivered in connection therewith may be amended,
        modified, supplemented or terminated, in whole or in part, as the Purchasers
        may
        deem advisable from time to time, and any collateral security, guarantee
        or
        right of offset at any time held by the Purchasers for the payment of the
        Obligations may be sold, exchanged, waived, surrendered or released. The
        Purchasers shall have no obligation to protect, secure, perfect or insure
        any
        Lien at any time held by them as security for the Obligations or for the
        guarantee contained in this Section 2 or any property subject
        thereto.

      


      (e)           Guarantee
        Absolute and
        Unconditional. Each Guarantor waives any and all notice of the creation,
        renewal, extension or accrual of any of the Obligations and notice of or
        proof
        of reliance by the Purchasers upon the guarantee contained in this Section
        2 or
        acceptance of the guarantee contained in this Section 2; the Obligations,
        and
        any of them, shall conclusively be deemed to have been created, contracted
        or
        incurred, or renewed, extended, amended or waived, in reliance upon the
        guarantee contained in this Section 2; and all dealings between the Company
        and
        any of the Guarantors, on the one hand, and the Purchasers, on the other
        hand,
        likewise shall be conclusively presumed to have been had or consummated in
        reliance upon the guarantee contained in this Section 2. Each Guarantor waives
        to the extent permitted by law diligence, presentment, protest, demand for
        payment and notice of default or nonpayment to or upon the Company or any
        of the
        Guarantors with respect to the Obligations. Each Guarantor understands and
        agrees that the guarantee contained in this Section 2 shall be construed
        as a
        continuing, absolute and unconditional guarantee of payment without regard
        to
        (a) the validity or enforceability of the Purchase Agreement or any other
        Transaction Document, any of the Obligations or any other collateral security
        therefor or guarantee or right of offset with respect thereto at any time
        or
        from time to time held by the Purchasers, (b) any defense, set-off or
        counterclaim (other than a defense of payment or performance or fraud or
        misconduct by Purchasers) which may at any time be available to or be asserted
        by the Company or any other Person against the Purchasers, or (c) any other
        circumstance whatsoever (with or without notice to or knowledge of the Company
        or such Guarantor) which constitutes, or might be construed to constitute,
        an
        equitable or legal discharge of the Company for the Obligations, or of such
        Guarantor under the guarantee contained in this Section 2, in bankruptcy
        or in
        any other instance. When making any demand hereunder or otherwise pursuing
        its
        rights and remedies hereunder against any Guarantor, the Purchasers may,
        but
        shall be under no obligation to, make a similar demand on or otherwise pursue
        such rights and remedies as they may have against the Company, any other
        Guarantor or any other Person or against any collateral security or guarantee
        for the Obligations or any right of offset with respect thereto, and any
        failure
        by the Purchasers to make any such demand, to pursue such other rights or
        remedies or to collect any payments from the Company, any other Guarantor
        or any
        other Person or to realize upon any such collateral security or guarantee
        or to
        exercise any such right of offset, or any release of the Company, any other
        Guarantor or any other Person or any such collateral security, guarantee
        or
        right of offset, shall not relieve any Guarantor of any obligation or liability
        hereunder, and shall not impair or affect the rights and remedies, whether
        express, implied or available as a matter of law, of the Purchasers against
        any
        Guarantor. For the purposes hereof, “demand” shall include the commencement and
        continuance of any legal proceedings.


      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      (f)           Reinstatement.
        The
        guarantee contained in this Section 2 shall continue to be effective, or
        be
        reinstated, as the case may be, if at any time payment, or any part thereof,
        of
        any of the Obligations is rescinded or must otherwise be restored or returned
        by
        the Purchasers upon the insolvency, bankruptcy, dissolution, liquidation
        or
        reorganization of the Company or any Guarantor, or upon or as a result of
        the
        appointment of a receiver, intervenor or conservator of, or trustee or similar
        officer for, the Company or any Guarantor or any substantial part of its
        property, or otherwise, all as though such payments had not been
        made.

      


      (g)           Payments.
        Each
        Guarantor hereby guarantees that payments hereunder will be paid to the
        Purchasers without set-off or counterclaim in U.S. dollars at the address
        set
        forth or referred to in the Purchase Agreement.


      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      3.           Representations
        and
        Warranties. Each Guarantor hereby makes the following representations and
        warranties to Purchasers as of the date hereof:

      


      (a)           Organization
        and
        Qualification. The Guarantor is a corporation, duly incorporated, validly
        existing and in good standing under the laws of the applicable jurisdiction
        set
        forth on Schedule 1, with the requisite corporate power and authority to
        own and
        use its properties and assets and to carry on its business as currently
        conducted. The Guarantor has no subsidiaries other than those identified
        as such
        on the Disclosure Schedules to the Purchase Agreement. The Guarantor is duly
        qualified to do business and is in good standing as a foreign corporation
        in
        each jurisdiction in which the nature of the business conducted or property
        owned by it makes such qualification necessary, except where the failure
        to be
        so qualified or in good standing, as the case may be, could not, individually
        or
        in the aggregate, (x) adversely affect the legality, validity or enforceability
        of any of this Guaranty in any material respect, (y) have a material adverse
        effect on the results of operations, assets, prospects, or financial condition
        of the Guarantor or (z) adversely impair in any material respect the Guarantor's
        ability to perform fully on a timely basis its obligations under this Guaranty
        (a “Material Adverse
        Effect”).

      


      (b)           Authorization;
        Enforcement.  The Guarantor has the requisite corporate power
        and authority to enter into and to consummate the transactions contemplated
        by
        this Guaranty, and otherwise to carry out its obligations hereunder. The
        execution and delivery of this Guaranty by the Guarantor and the consummation
        by
        it of the transactions contemplated hereby have been duly authorized by all
        requisite corporate action on the part of the Guarantor. This Guaranty has
        been
        duly executed and delivered by the Guarantor and constitutes the valid and
        binding obligation of the Guarantor enforceable against the Guarantor in
        accordance with its terms, except as such enforceability may be limited by
        applicable bankruptcy, insolvency, reorganization, moratorium, liquidation
        or
        similar laws relating to, or affecting generally the enforcement of, creditors'
        rights and remedies or by other equitable principles of general
        application.

      


      (c)           No
        Conflicts. The
        execution, delivery and performance of this Guaranty by the Guarantor and
        the
        consummation by the Guarantor of the transactions contemplated thereby do
        not
        and will not (i) conflict with or violate any provision of its Certificate
        of
        Incorporation or By-laws or (ii) conflict with, constitute a default (or
        an
        event which with notice or lapse of time or both would become a default)
        under,
        or give to others any rights of termination, amendment, acceleration or
        cancellation of, any agreement, indenture or instrument to which the Guarantor
        is a party, or (iii) result in a violation of any law, rule, regulation,
        order,
        judgment, injunction, decree or other restriction of any court or governmental
        authority to which the Guarantor is subject (including Federal and state
        securities laws and regulations), or by which any material property or asset
        of
        the Guarantor is bound or affected, except in the case of each of clauses
        (ii)
        and (iii), such conflicts, defaults, terminations, amendments, accelerations,
        cancellations and violations as could not, individually or in the aggregate,
        have or result in a Material Adverse Effect. The business of the Guarantor
        is
        not being conducted in violation of any law, ordinance or regulation of any
        governmental authority, except for violations which, individually or in the
        aggregate, do not have a Material Adverse Effect.


      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      (d)           Consents
        and
        Approvals. The Guarantor is not required to obtain any consent, waiver,
        authorization or order of, or make any filing or registration with, any court
        or
        other federal, state, local, foreign or other governmental authority or other
        person in connection with the execution, delivery and performance by the
        Guarantor of this Guaranty.

      


      (e)           Purchase
        Agreement.
        The representations and warranties of the Company set forth in the Purchase
        Agreement as they relate to such Guarantor, each of which is hereby incorporated
        herein by reference, are true and correct as of each time such representations
        are deemed to be made pursuant to such Purchase Agreement, and the Purchasers
        shall be entitled to rely on each of them as if they were fully set forth
        herein, provided that each reference in each such representation and warranty
        to
        the Company's knowledge shall, for the purposes of this Section 3, be deemed
        to
        be a reference to such Guarantor's knowledge.

      


      (f)           Foreign
        Law.  Each Guarantor has consulted with appropriate foreign
        legal counsel with respect to any of the above representations for which
        non-U.S. law is applicable. Such foreign counsel have advised each applicable
        Guarantor that such counsel knows of no reason why any of the above
        representations would not be true and accurate. Such foreign counsel were
        provided with copies of this Subsidiary Guarantee and the Transaction Documents
        prior to rendering their advice.

      


      4.           Covenants.

      


      (a)         Each
        Guarantor covenants and agrees with the Purchasers that, from and after the
        date
        of this Guarantee until the Obligations shall have been paid in full, such
        Guarantor shall take, and/or shall refrain from taking, as the case may be,
        each
        commercially reasonable action that is necessary to be taken or not taken,
        as
        the case may be, so that no Event of Default is caused by the failure to
        take
        such action or to refrain from taking such action by such
        Guarantor.

      


      (b)         So
        long as any of the Obligations are outstanding, unless Purchasers holding
        at
        least 85% of the aggregate principal amount of the then outstanding Debentures
        shall otherwise consent in writing, each Guarantor will not directly or
        indirectly on or after the date of this Guarantee:

      


      i.           other
        than Permitted Indebtedness (as defined in the Debentures) enter into, create,
        incur, assume or suffer to exist any indebtedness for borrowed money of any
        kind, including but not limited to, a guarantee, on or with respect to any
        of
        its property or assets now owned or hereafter acquired or any interest therein
        or any income or profits therefrom;


      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

      


      ii.           other
        than Permitted Liens (as defined in the Debentures) enter into, create, incur,
        assume or suffer to exist any liens of any kind, on or with respect to any
        of
        its property or assets now owned or hereafter acquired or any interest therein
        or any income or profits therefrom;

      


      iii.           amend
        its certificate of incorporation, bylaws or other charter documents so as
        to
        adversely affect any rights of the Holder hereunder;

      


      iv.           repay,
        repurchase or offer to repay, repurchase or otherwise acquire more than a
        de
        minimis number of shares of its securities or debt obligations, other than
        as
        permitted or required under the Transaction Documents;

      


      v.           pay
        cash dividends on any equity securities of the Company;

      


      vi.           enter
        into any transaction with any Affiliate of the Guarantor which would be required
        to be disclosed in any public filing of the Company with the Commission,
        unless
        such transaction is made on an arm’s-length basis and expressly approved by a
        majority of the disinterested directors of the Company (even if less than
        a
        quorum otherwise required for board approval); or

      


      vii.           enter
        into any agreement with respect to any of the foregoing.

      


      5.           Miscellaneous.

      


      (a)           Amendments
        in
        Writing. None of the terms or provisions of this Guarantee may be waived,
        amended, supplemented or otherwise modified except in writing by the
        Purchasers.

      


      (b)           Notices.
        All notices,
        requests and demands to or upon the Purchasers or any Guarantor hereunder
        shall
        be effected in the manner provided for in the Purchase Agreement, provided
        that
        any such notice, request or demand to or upon any Guarantor shall be addressed
        to such Guarantor at its notice address set forth on Schedule
        5(b).

      


      (c)           No
        Waiver By Course Of
        Conduct; Cumulative Remedies. The Purchasers shall not by any act (except
        by a written instrument pursuant to Section 5(a)), delay, indulgence, omission
        or otherwise be deemed to have waived any right or remedy hereunder or to
        have
        acquiesced in any default under the Transaction Documents or Event of Default.
        No failure to exercise, nor any delay in exercising, on the part of the
        Purchasers, any right, power or privilege hereunder shall operate as a waiver
        thereof. No single or partial exercise of any right, power or privilege
        hereunder shall preclude any other or further exercise thereof or the exercise
        of any other right, power or privilege. A waiver by the Purchasers of any
        right
        or remedy hereunder on any one occasion shall not be construed as a bar to
        any
        right or remedy which the Purchasers would otherwise have on any future
        occasion. The rights and remedies herein provided are cumulative, may be
        exercised singly or concurrently and are not exclusive of any other rights
        or
        remedies provided by law.


      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      (d)           Enforcement
        Expenses;
        Indemnification.

      


      
        	
                 

              	
                (i)

              	
                Each
                  Guarantor agrees to pay, or reimburse the Purchasers for, all its
                  costs
                  and expenses incurred in collecting against such Guarantor under
                  the
                  guarantee contained in Section 2 or otherwise enforcing or preserving
                  any
                  rights under this Guarantee and the other Transaction Documents
                  to which
                  such Guarantor is a party, including, without limitation, the reasonable
                  fees and disbursements of counsel to the
                  Purchasers.

              


      

      


      
        	
                 

              	
                (ii)

              	
                Each
                  Guarantor agrees to pay, and to save the Purchasers harmless from,
                  any and
                  all liabilities with respect to, or resulting from any delay in
                  paying,
                  any and all stamp, excise, sales or other taxes which may be payable
                  or
                  determined to be payable in connection with any of the transactions
                  contemplated by this Guarantee.

              


      

      


      
        	
                 

              	
                (iii)

              	
                Each
                  Guarantor agrees to pay, and to save the Purchasers harmless from,
                  any and
                  all liabilities, obligations, losses, damages, penalties, actions,
                  judgments, suits, costs, expenses or disbursements of any kind
                  or nature
                  whatsoever with respect to the execution, delivery, enforcement,
                  performance and administration of this Guarantee to the extent
                  the Company
                  would be required to do so pursuant to the Purchase
                  Agreement.

              


      

      


      
        	
                 

              	
                (iv)

              	
                The
                  agreements in this Section shall survive repayment of the Obligations
                  and
                  all other amounts payable under the Purchase Agreement and the
                  other
                  Transaction Documents.

              


      

      


      (e)           Successor
        and
        Assigns. This Guarantee shall be binding upon the successors and assigns
        of each Guarantor and shall inure to the benefit of the Purchasers and their
        respective successors and assigns; provided that no Guarantor may assign,
        transfer or delegate any of its rights or obligations under this Guarantee
        without the prior written consent of the Purchasers.


      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

      (f)           Set-Off.
        Each
        Guarantor hereby irrevocably authorizes the Purchasers at any time and from
        time
        to time while an Event of Default under any of the Transaction Documents
        shall
        have occurred and be continuing, without notice to such Guarantor or any
        other
        Guarantor, any such notice being expressly waived by each Guarantor, to set-off
        and appropriate and apply any and all deposits, credits, indebtedness or
        claims,
        in any currency, in each case whether direct or indirect, absolute or
        contingent, matured or unmatured, at any time held or owing by the Purchasers
        to
        or for the credit or the account of such Guarantor, or any part thereof in
        such
        amounts as the Purchasers may elect, against and on account of the obligations
        and liabilities of such Guarantor to the Purchasers hereunder and claims
        of
        every nature and description of the Purchasers against such Guarantor, in
        any
        currency, whether arising hereunder, under the Purchase Agreement, any other
        Transaction Document or otherwise, as the Purchasers may elect, whether or
        not
        the Purchasers have made any demand for payment and although such obligations,
        liabilities and claims may be contingent or unmatured. The Purchasers shall
        notify such Guarantor promptly of any such set-off and the application made
        by
        the Purchasers of the proceeds thereof, provided that the failure to give
        such
        notice shall not affect the validity of such set-off and application. The
        rights
        of the Purchasers under this Section are in addition to other rights and
        remedies(including, without limitation, other rights of set-off) which the
        Purchasers may have.

      


      (g)           Counterparts.
        This
        Guarantee may be executed by one or more of the parties to this Guarantee
        on any
        number of separate counterparts (including by telecopy), and all of said
        counterparts taken together shall be deemed to constitute one and the same
        instrument.

      


      (h)           Severability.
        Any
        provision of this Guarantee which is prohibited or unenforceable in any
        jurisdiction shall, as to such jurisdiction, be ineffective to the extent
        of
        such prohibition or unenforceability without invalidating the remaining
        provisions hereof, and any such prohibition or unenforceability in any
        jurisdiction shall not invalidate or render unenforceable such provision
        in any
        other jurisdiction.

      


      (i)           Section
        Headings. The
        Section headings used in this Guarantee are for convenience of reference
        only
        and are not to affect the construction hereof or be taken into consideration
        in
        the interpretation hereof.

      


      (j)           Integration.
        This
        Guarantee and the other Transaction Documents represent the agreement of
        the
        Guarantors and the Purchasers with respect to the subject matter hereof and
        thereof, and there are no promises, undertakings, representations or warranties
        by the Purchasers relative to subject matter hereof and thereof not expressly
        set forth or referred to herein or in the other Transaction
        Documents.


      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

      (k)           Governing
        Law. THIS
        GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE
        WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO ANY PRINCIPLES OF
        CONFLICTS OF LAWS.

      


      (l)           Submission
        to
        Jurisdictional; Waiver. Each Guarantor hereby irrevocably
        and unconditionally:

      


      
        	
                 

              	
                (i)

              	
                submits
                  for itself and its property in any legal action or proceeding relating
                  to
                  this Guarantee and the other Transaction Documents to which it
                  is a party,
                  or for recognition and enforcement of any judgment in respect thereof,
                  to
                  the non-exclusive general jurisdiction of the Courts of the State
                  of New
                  York, located in New York County, New York, the courts of the United
                  States of America for the Southern District of New York, and appellate
                  courts from any thereof;

              


      

      


      
        	
                 

              	
                (ii)

              	
                consents
                  that any such action or proceeding may be brought in such courts
                  and
                  waives any objection that it may now or hereafter have to the venue
                  of any
                  such action or proceeding in any such court or that such action
                  or
                  proceeding was brought in an inconvenient court and agrees not
                  to plead or
                  claim the same;

              


      

      


      
        	
                 

              	
                (iii)

              	
                agrees
                  that service of process in any such action or proceeding may be
                  effected
                  by mailing a copy thereof by registered or certified mail (or any
                  substantially similar form of mail), postage prepaid, to such Guarantor
                  at
                  its address referred to in the Purchase Agreement or at such other
                  address
                  of which the Purchasers shall have been notified pursuant
                  thereto;

              


      

      


      
        	
                 

              	
                (iv)

              	
                agrees
                  that nothing herein shall affect the right to effect service of
                  process in
                  any other manner permitted by law or shall limit the right to sue in any
                  other jurisdiction; and

              


      

      


      
        	
                 

              	
                (v)

              	
                waives,
                  to the maximum extent not prohibited by law, any right it may have
                  to
                  claim or recover in any legal action or proceeding referred to
                  in this
                  Section any special, exemplary, punitive or consequential
                  damages.

              


      

      


      (m)           Acknowledgements.  Each
        Guarantor hereby acknowledges that:


      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

      
        	
                 

              	
                (i)

              	
                it
                  has been advised by counsel in the negotiation, execution and delivery
                  of
                  this Guarantee and the other Transaction Documents to which it
                  is a
                  party;

              


      

      


      
        	
                 

              	
                (ii)

              	
                the
                  Purchasers have no fiduciary relationship with or duty to any Guarantor
                  arising out of or in connection with this Guarantee or any of the
                  other
                  Transaction Documents, and the relationship between the Guarantors,
                  on the
                  one hand, and the Purchasers, on the other hand, in connection
                  herewith or
                  therewith is solely that of debtor and creditor;
                  and

              


      

      


      
        	
                 

              	
                (iii)

              	
                no
                  joint venture is created hereby or by the other Transaction Documents
                  or
                  otherwise exists by virtue of the transactions contemplated hereby
                  among
                  the Guarantors and the Purchasers.

              


      

      


      (n)           Additional
        Guarantors.  The Company shall cause each of its subsidiaries
        formed or acquired on or subsequent to the date hereof to become a Guarantor
        for
        all purposes of this Guarantee by executing and delivering an

      Assumption
        Agreement in the form of Annex 1 hereto.

      


      (o)           Release
        of
        Guarantors. Subject to Section 2.6, each Guarantor will be released from
        all liability hereunder concurrently with the repayment in full of all amounts
        owed under the Purchase Agreement, the Debentures and the other Transaction
        Documents.

      


      (p)           Seniority.
        The
        Obligations of each of the Guarantors hereunder rank senior in priority to
        any
        other Indebtedness (as defined in the Purchase Agreement) of such
        Guarantor.

      


      (q)           Waiver
        of Jury Trial.
        EACH GUARANTOR AND, BY ACCEPTANCE OF THE BENEFITS HEREOF, THE PURCHASERS,
        HEREBY
        IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR
        PROCEEDING RELATING TO THIS GUARANTEE AND FOR ANY COUNTERCLAIM
        THEREIN.


      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

      


      IN
        WITNESS WHEREOF, each of the undersigned has caused this Guarantee to
        be
        duly executed and delivered as of the date first above written.

      


      
        	 	
                [SUBSIDIARY]  

              	 
	 	 	 	 	 
	 	
                By:

              	 	 	 
	 	 	
                Name:

              	 	 
	 	 	
                Title:

              	 	 


      

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      


      SCHEDULE
        1

      


      GUARANTORS

      


      The
        following are the names, notice addresses and jurisdiction of organization
        of
        each Guarantor.

      


      
        	
                COMPANY

              	 	
                JURISDICTION
                  OF INCORPORATION

              	 	
                OWNED
                  BY PERCENTAGE

              
	 	 	 	 	 
	
                OVT,
                  Inc.

              	 	
                Georgia

              	 	
                100%

              


      

      



      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      


      Annex
        1
        to

      SUBSIDIARY
        GUARANTEE

      


      ASSUMPTION
        AGREEMENT, dated as of ____ __, ______ made by ______________________________,
        a
        ______________ corporation (the “Additional
        Guarantor”), in favor of the Purchasers pursuant to the Purchase
        Agreement referred to below. All capitalized terms not defined herein shall
        have
        the meaning ascribed to them in such Purchase Agreement.

      


      W
        I T N E S S E T H
        :

      


      WHEREAS,
        uVuMobile, Inc., a Delaware corporation (the “Company”) and the
        Purchasers have entered into a Securities Purchase Agreement, dated as of
        December ___, 2007 (as amended, supplemented or otherwise modified from time
        to
        time, the “Purchase
        Agreement”);

      


      WHEREAS,
        in connection with the Purchase Agreement, the Company and its Subsidiaries
        (other than the Additional Guarantor) have entered into the Subsidiary
        Guarantee, dated as of December ____, 2007 (as amended, supplemented or
        otherwise modified from time to time, the “Guarantee”) in favor
        of the Purchasers;

      


      WHEREAS,
        the Purchase Agreement requires the Additional Guarantor to become a party
        to
        the Guarantee; and

      


      WHEREAS,
        the Additional Guarantor has agreed to execute and deliver
        this Assumption Agreement in order to become a party to the
        Guarantee;

      


      NOW,
        THEREFORE, IT IS
        AGREED:

      


      1.           Guarantee.
        By
        executing and delivering this Assumption Agreement, the Additional Guarantor,
        as
        provided in Section 5(n) of the Guarantee, hereby becomes a party to the
        Guarantee as a Guarantor thereunder with the same force and effect as if
        originally named therein as a Guarantor and, without limiting the generality
        of
        the foregoing, hereby expressly assumes all obligations and liabilities of
        a
        Guarantor thereunder. The information set forth in Annex 1-A hereto is hereby
        added to the information set forth in Schedule 1 to the Guarantee. The
        Additional Guarantor hereby represents and warrants that each of the
        representations and warranties contained in Section 3 of the Guarantee is
        true
        and correct on and as the date hereof as to such Additional Guarantor (after
        giving effect to this Assumption Agreement) as if made on and as of such
        date.

      


      2.           Governing
        Law. THIS
        ASSUMPTION AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED
        IN
        ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, the undersigned has caused this Assumption Agreement
        to be duly executed and delivered as of the date first above
        written.


      


      
        	 	
                [ADDITIONALGUARANTOR] 

              	 	 
	 	 	 	 	 
	 	
                By:

              	 	 	 
	 	
                Name: 

              	 	 
	 	
                Title: 

              	 	 


      

    

     

     

    16