**EXHIBIT
4.6**
  
 NEITHER
THIS WARRANT NOR THE SHARES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY OTHER
APPLICABLE SECURITIES LAWS IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND SUCH OTHER SECURITIES LAWS. NEITHER THIS
WARRANT NOR THE SHARES ISSUABLE UPON EXERCISE HEREOF MAY BE SOLD, PLEDGED,
TRANSFERRED, ENCUMBERED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR IN A TRANSACTION WHICH IS
EXEMPT FROM REGISTRATION UNDER THE PROVISIONS OF THE SECURITIES ACT.
NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH
A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE
SECURITIES.
 
  **FORM
OF** **WARRANT**
   To
Purchase 434,783 Shares of the Common Stock
  of
  SMARTVIDEO
TECHNOLOGIES, INC.
  THIS
CERTIFIES that, for value received, Interim CFO Solutions LLC or registered
assigns (the "Holder" or “Registered Holder”), is entitled, upon the terms and
subject to the conditions hereinafter set forth, at any time on or after the
date hereof (the "Exercise Date") and on or prior to the close of business on
the date which is five years after the date hereof (the "Termination Date"), to
subscribe for and purchase from SmartVideo Technologies, Inc. (the "Company"),
up to 100,000 (One hundred thousand) shares (the "Warrant Shares") of common
stock, par value $.001 per share (the "Common Stock") of the Company. The
purchase price of one share of Common Stock (the "Exercise Price") under this
Warrant shall be $1.50 (One Dollar and 50 Cents). The Exercise Price and the
number of shares for which the Warrant is exercisable shall be subject to
adjustment as provided herein.
 
 1. **Title
to Warrant** . Prior
to the Termination Date and subject to compliance with applicable laws and the
terms of this Warrant, this Warrant and all rights hereunder are transferable,
in whole or in part, at the office or agency of the Company by the holder hereof
in person or by duly authorized attorney, upon surrender of this Warrant
together with the Assignment Form annexed hereto properly endorsed.
  2. **Authorization
of Shares** . The
Company covenants that all shares of Common Stock which may be issued upon the
exercise of rights represented by this Warrant will, upon exercise of the rights
represented by this Warrant, be duly authorized, validly issued, fully paid and
nonassessable and free from all taxes, liens and charges in respect of the issue
thereof (other than taxes in respect of any transfer occurring contemporaneously
with such issue).
  -1-
 
 3. **Exercise
of Warrant** .
Exercise of the purchase rights represented by this Warrant may be made at any
time or times on or after the Exercise Date and before the close of business on
the Termination Date by the surrender of this Warrant and the Notice of Exercise
Form annexed hereto duly executed, at the office of the Company (or such other
office or agency of the Company as it may designate by notice in writing to the
registered holder hereof at the address of such holder appearing on the books of
the Company) and (A) upon payment of the Exercise Price of the shares thereby
purchased by wire transfer, check, certified check or cashiers check payable to
SmartVideo Technologies, Inc. and/or (B) by notifying the Company that this
Warrant is being exercised pursuant to a Cashless Exercise (as defined in
Section 4), the holder shall be entitled to receive a certificate for the number
of shares of Common Stock so purchased. Certificates for shares purchased
hereunder shall be delivered to the holder hereof within five (5) business days
after the date on which this Warrant shall have been exercised as aforesaid.
This Warrant shall be deemed to have been exercised and such certificate or
certificates shall be deemed to have been issued, and the Holder or any other
person so designated to be named therein shall be deemed to have become a holder
of record of such shares for all purposes, as of the date the Holder faxes a
Notice of Exercise to the Company, provided that such fax notice is followed by
delivery of the original notice and payment to the Company of the Exercise Price
and all taxes required to be paid by the Holder, if any, pursuant to Section 6
prior to the issuance of such shares, have been paid within three (3) business
days of such fax notice. If this Warrant shall have been exercised in part, the
Company shall, at the time of delivery of the certificate or certificates
representing Warrant Shares, deliver to the Holder a new Warrant evidencing the
rights of Holder to purchase the unpurchased shares of Common Stock called for
by this Warrant, which new Warrant shall in all other respects be identical with
this Warrant.
  4. **Cashless
Exercise** .
Notwithstanding anything contained herein to the contrary, the Holder may, in
its sole discretion, exercise this Warrant in whole or in part and, in lieu of
making the cash payment otherwise contemplated to be made to the Company upon
such exercise in payment of the Aggregate Exercise Price, elect instead to
receive upon such exercise the "Net Number" of shares of Common Stock determined
according to the following formula (a "Cashless Exercise"):
  Net
Number = (A x
B) - (A x C) B
  For
purposes of the foregoing formula:
  A= the
total number of shares with respect to which this Warrant is then being
exercised.
  B= the
Closing Sale Price of the shares of Common Stock (as reported by Bloomberg) on
the date immediately preceding the date of the Exercise Notice.
  C= the
Exercise Price then in effect for the applicable Warrant Shares at the time of
such exercise.
  5. **No
Fractional Shares or Scrip** . No
fractional shares or scrip representing fractional shares shall be issued upon
the exercise of this Warrant. As to any fraction of a share which Holder would
otherwise be entitled to purchase upon such exercise, the Company shall pay a
cash adjustment in respect of such final fraction in an amount equal to the
Exercise Price.
  -2-
 6. **Charges,
Taxes and Expenses** .
Issuance of certificates for shares of Common Stock upon the exercise of this
Warrant shall be made without charge to the holder hereof for any issue or
Federal or State transfer tax or other incidental expense in respect of the
issuance of such certificate, all of which taxes and expenses shall be paid by
the Company, and such certificates shall be issued in the name of the holder of
this Warrant or in such name or names as may be directed by the holder of this
Warrant; provided, however, that in the event certificates for shares of Common
Stock are to be issued in a name other than the name of the holder of this
Warrant, this Warrant when surrendered for exercise shall be accompanied by the
Assignment Form attached hereto duly executed by the holder hereof; and the
Company may require, as a condition thereto, the payment of a sum sufficient to
reimburse it for any transfer tax incidental thereto.
  7. **Closing
of Books** . The
Company will not close its stockholder books or records in any manner which
prevents the timely exercise of this Warrant.
 
 8. 
**Transfer, Division and Combination** .
  (a) the
Holder (and its transferees and assigns), by acceptance of this Warrant,
covenants and agrees that it is acquiring the Warrants evidenced hereby, and,
upon exercise hereof, the Warrant Shares, for its own account as an investment
and not with a view to the resale or distribution thereof. The Warrant Shares
have not been registered under the Securities Act or any state securities laws
and no transfer of any Warrant Shares shall be permitted unless the Company has
received notice of such transfer, at the address of its principal office set
forth in the Subscription Agreement, in the form of assignment attached hereto,
accompanied by an opinion of counsel reasonably satisfactory to the Company that
an exemption from registration of such Warrants or Warrant Shares under the
Securities Act is available for such transfer, except that no such opinion shall
be required after the registration for resale by the Holder of the Warrant
Shares, as contemplated by the Registration Rights Agreement. Upon any exercise
of the Warrants, certificates representing the Warrant Shares shall bear a
restrictive legend substantially identical to that set forth on the face of this
Warrant certificate. Any purported transfer of any Warrant or Warrant Shares not
in compliance with the provisions of this section shall be null and
void.
  (b) This
Warrant may be divided or combined with other Warrants upon presentation hereof
at the aforesaid office of the Company, together with a written notice
specifying the names and denominations in which new Warrants are to be issued,
signed by Holder or its agent or attorney. Subject to compliance with Section
8(a), as to any transfer which may be involved in such division or combination,
the Company shall execute and deliver a new Warrant or Warrants in exchange for
the Warrant or Warrants to be divided or combined in accordance with such
notice.
  (c) The
Company shall prepare, issue and deliver at its own expense (other than transfer
taxes) the new Warrant or Warrants under this Section 8.
  (d) The
Company agrees to maintain, at its aforesaid office or the office of its
transfer or registration agent, books for the registration and the registration
of transfer of the Warrants.
 
 9. **No
Rights as Stockholder until Exercise** . This
Warrant does not entitle the holder hereof to any voting rights or other rights
as a shareholder of the Company prior to the exercise hereof. Upon the surrender
of this Warrant and the payment of the aggregate Exercise Price, the Warrant
Shares so purchased shall be and be deemed to be issued to such holder as the
record owner of such shares as of the close of business on the later of the date
of such surrender or payment.
  -3-
 10. **Loss,
Theft, Destruction or Mutilation of Warrant** . The
Company covenants that upon receipt by the Company of evidence reasonably
satisfactory to it of the loss, theft, destruction or mutilation of this Warrant
certificate or any stock certificate relating to the Warrant Shares, and in case
of loss, theft or destruction, of indemnity or security reasonably satisfactory
to it (which shall not exceed that customarily charged by the Company’s transfer
agent), and upon surrender and cancellation of such Warrant or stock
certificate, if mutilated, the Company will make and deliver a new Warrant or
stock certificate of like tenor and dated as of such cancellation, in lieu of
such Warrant or stock certificate.
  11. **Saturdays,
Sundays, Holidays, etc** . If the
last or appointed day for the taking of any action or the expiration of any
right required or granted herein shall be a Saturday, Sunday or a legal holiday,
then such action may be taken or such right may be exercised on the next
succeeding day not a Saturday, Sunday or legal holiday.
  12. **Adjustments
of Exercise Price and Number of Warrant Shares** .
  (a) **Stock
Splits, etc** . The
number and kind of securities purchasable upon the exercise of this Warrant and
the Exercise Price shall be subject to adjustment from time to time upon the
happening of any of the following. In case the Company shall (i) pay a dividend
in shares of Common Stock or make a distribution in shares of Common Stock to
holders of its outstanding Common Stock, (ii) subdivide its outstanding shares
of Common Stock into a greater number of shares of Common Stock, (iii) combine
its outstanding shares of Common Stock into a smaller number of shares of Common
Stock or (iv) issue any shares of its capital stock in a reclassification of the
Common Stock, then the number of Warrant Shares purchasable upon exercise of
this Warrant immediately prior thereto shall be adjusted so that the holder of
this Warrant shall be entitled to receive the kind and number of Warrant Shares
or other securities of the Company which he would have been entitled to receive
had such Warrant been exercised in advance thereof. Upon each such adjustment of
the kind and number of Warrant Shares or other securities of the Company which
are purchasable hereunder, the holder of this Warrant shall thereafter be
entitled to purchase the number of Warrant Shares or other securities resulting
from such adjustment at an Exercise Price per Warrant Share or other security
obtained by multiplying the Exercise Price in effect immediately prior to such
adjustment by the number of Warrant Shares purchasable pursuant hereto
immediately prior to such adjustment and dividing by the number of Warrant
Shares or other securities of the Company resulting from such adjustment. An
adjustment made pursuant to this paragraph shall become effective immediately
after the effective date of such event retroactive to the record date, if any,
for such event.
  (b) **Reorganization,
Reclassification, Merger, Consolidation or Disposition of
Assets** . In case
the Company shall reorganize its capital, reclassify its capital stock (other
than a change in nominal value to no nominal value, or from no nominal value to
nominal value, or as a result of a subdivision, combination or other event
described in paragraph (a) of this Section), consolidate or merge with or into
another corporation (where the Company is not the surviving corporation or where
there is a change in or distribution with respect to the Common Stock of the
Company), or sell, transfer or otherwise dispose of all or substantially all its
property, assets or business to another corporation and, pursuant to the terms
of such reorganization, reclassification, merger, consolidation or disposition
of assets, shares of common stock of the successor or acquiring corporation, or
any cash, shares of stock or other securities or property of any nature
whatsoever (including warrants or other subscription or purchase rights) in
addition to or in lieu of common stock of the successor or acquiring corporation
("Other Property"), are to be received by or distributed to the holders of
Common Stock of the Company, then Holder shall have the right thereafter to
receive, upon exercise of this Warrant, the number of shares of common stock of
the successor or acquiring corporation or of the Company, if it is the surviving
corporation, and Other Property receivable upon or as a result of such
reorganization, reclassification, merger, consolidation or disposition of assets
by a holder of the number of shares of Common Stock for which this Warrant is
exercisable immediately prior to such event. In case of any such reorganization,
reclassification, merger, consolidation or disposition of assets, the successor
or acquiring corporation (if other than the Company) shall expressly assume the
due and punctual observance and performance of each and every covenant and
condition of this Warrant to be performed and observed by the Company and all
the obligations and liabilities hereunder, subject to such modifications as may
be deemed appropriate (as determined in good faith by resolution of the Board of
Directors of the Company) in order to provide for adjustments of shares of
Common Stock for which this Warrant is exercisable which shall be as nearly
equivalent as practicable to the adjustments provided for in this Section 12.
For purposes of this Section 12, "common stock of the successor or acquiring
corporation" shall include stock of such corporation of any class which is not
preferred as to dividends or assets over any other class of stock of such
corporation and which is not subject to redemption and shall also include any
evidences of indebtedness, shares of stock or other securities which are
convertible into or exchangeable for any such stock, either immediately or upon
the arrival of a specified date or the happening of a specified event and any
warrants or other rights to subscribe for or purchase any such stock. The
foregoing provisions of this Section 12 shall similarly apply to successive
reorganizations, reclassifications, mergers, consolidations or disposition of
assets.
  -4-
 
 13. **Voluntary
Adjustment by the Company** . The
Company may at any time during the term of this Warrant, reduce the then current
Exercise Price to any amount and for any period of time deemed appropriate by
the Board of Directors of the Company.
  14. **Notice
of Adjustment** .
Whenever the number of Warrant Shares or number or kind of securities or other
property purchasable upon the exercise of this Warrant or the Exercise Price is
adjusted, as herein provided, the Company shall promptly mail by registered or
certified mail, return receipt requested, to the holder of this Warrant notice
of such adjustment or adjustments setting forth the number of Warrant Shares
(and other securities or property) purchasable upon the exercise of this Warrant
and the Exercise Price of such Warrant Shares (and other securities or property)
after such adjustment, setting forth a brief statement of the facts requiring
such adjustment and setting forth the computation by which such adjustment was
made. Such notice, in the absence of manifest error, shall be conclusive
evidence of the correctness of such adjustment.
  15. **Notice
of Corporate Action** . If at
any time:
 
 (a) the
Company shall take a record of the holders of its Common Stock for the purpose
of entitling them to receive a dividend or other distribution, or any right to
subscribe for or purchase any evidences of its indebtedness, any shares of stock
of any class or any other securities or property, or to receive any other right,
or
  -5-
 (b) there
shall be any capital reorganization of the Company, any reclassification or
recapitalization of the capital stock of the Company or any consolidation with
or merger of the Company into, or any sale, transfer or other disposition of all
or substantially all the property, assets or business of the Company to, another
corporation or,
  (c) there
shall be a voluntary or involuntary dissolution, liquidation or winding up of
the Company;
  then, in
any one or more of such cases, the Company shall give to Holder (i) at least 10
days prior written notice of any record date for such dividend, distribution or
right or for determining rights to vote in respect of any such reorganization,
reclassification, merger, consolidation, sale, transfer, disposition,
liquidation or winding up, and (ii) in the case of any such reorganization,
reclassification, merger, consolidation, sale, transfer, disposition,
dissolution, liquidation or winding up, at least 10 days’ prior written notice
of the date when the same shall take place. Such notice in accordance with the
foregoing clause also shall specify (i) the date on which any such record is to
be taken for the purpose of such dividend, distribution or right, the date on
which the holders of Common Stock shall be entitled to any such dividend,
distribution or right, and the amount and character thereof, and (ii) the date
on which any such reorganization, reclassification, merger, consolidation, sale,
transfer, disposition, dissolution, liquidation or winding up is to take place
and the time, if any such time is to be fixed, as of which the holders of Common
Stock shall be entitled to exchange their shares of Common Stock for securities
or other property deliverable upon such disposition, dissolution, liquidation or
winding up. Each such written notice shall be sufficiently given if addressed to
Holder at the last address of Holder appearing on the books of the Company and
delivered in accordance with Section 17(d).
  16. **Authorized
Shares** . The
Company covenants that during the period the Warrant is outstanding, it will
reserve from its authorized and unissued Common Stock a sufficient number of
shares to provide for the issuance of the Warrant Shares upon the exercise of
any purchase rights under this Warrant. The Company further covenants that its
issuance of this Warrant shall constitute full authority to its officers who are
charged with the duty of executing stock certificates to execute and issue the
necessary certificates for the Warrant Shares upon the exercise of the purchase
rights under this Warrant. The Company will take all such reasonable action as
may be necessary to assure that such Warrant Shares may be issued as provided
herein without violation of any applicable law or regulation, or of any
requirements of the Principal Market upon which the Common Stock may be listed.
 
 The
Company shall not by any action, including, without limitation, amending its
certificate of incorporation or through any reorganization, transfer of assets,
consolidation, merger, dissolution, issue or sale of securities or any other
voluntary action, avoid or seek to avoid the observance or performance of any of
the terms of this Warrant, but will at all times in good faith assist in the
carrying out of all such terms and in the taking of all such actions as may be
necessary or appropriate to protect the rights of Holder against impairment.
Without limiting the generality of the foregoing, the Company will (a) not
increase the par value of any shares of Common Stock receivable upon the
exercise of this Warrant above the amount payable therefor upon such exercise
immediately prior to such increase in par value, (b) take all such action as may
be necessary or appropriate in order that the Company may validly and legally
issue fully paid and nonassessable shares of Common Stock upon the exercise of
this Warrant, and (c) use its best efforts to obtain all such authorizations,
exemptions or consents from any public regulatory body having jurisdiction
thereof as may be necessary to enable the Company to perform its obligations
under this Warrant.
  -6-
  Before
taking any action which would result in an adjustment in the number of shares of
Common Stock for which this Warrant is exercisable or in the Exercise Price, the
Company shall obtain all such authorizations or exemptions thereof, or consents
thereto, as may be necessary from any public regulatory body or bodies having
jurisdiction thereof.
  17. **Miscellaneous** .
  (a) **Jurisdiction** . This
Warrant shall be binding upon any successors or assigns of the Company. This
Warrant shall constitute a contract under the laws of Delaware without regard to
its conflict of law, principles or rules, and be subject to arbitration pursuant
to the terms set forth in the Exchange Agreement.
  (b) **Restrictions** . The
holder hereof acknowledges that the Warrant Shares acquired upon the exercise of
this Warrant, if not registered, will have restrictions upon resale imposed by
state and federal securities laws.
  (c) **Nonwaiver
and Expenses** . No
course of dealing or any delay or failure to exercise any right hereunder on the
part of the Holder shall operate as a waiver of such right or otherwise
prejudice Holder’s rights, powers or remedies, except that all rights hereunder
terminate on the Termination Date. If the Company fails to comply with any
provision of this Warrant, the Company shall pay to the Holder such amounts as
shall be sufficient to cover any costs and expenses including, but not limited
to, reasonable attorneys’ fees, including those of appellate proceedings,
incurred by the Holder in collecting any amounts due pursuant hereto or in
otherwise enforcing any of its rights, powers or remedies
hereunder.
  (d) **Notices** . Any
notice, request or other document required or permitted to be given or delivered
to the holder hereof by the Company shall be delivered in accordance with the
notice provisions of the Subscription Agreement.
 
 (e) **Limitation
of Liability** . No
provision hereof, in the absence of affirmative action by Holder to purchase
shares of Common Stock, and no enumeration herein of the rights or privileges of
Holder hereof, shall give rise to any liability of the Holder for the purchase
price of any Common Stock or as a stockholder of the Company, whether such
liability is asserted by the Company or by creditors of the
Company.
  (f) **Remedies** . The
Holder, in addition to being entitled to exercise all rights granted by law,
including recovery of damages, will be entitled to specific performance of its
rights under this Warrant. The Company agrees that monetary damages would not be
adequate compensation for any loss incurred by reason of a breach by it of the
provisions of this Warrant and hereby agrees to waive the defense in any action
for specific performance that a remedy at law would be adequate.
  (g) **Successors
and Assigns** . Subject
to applicable securities laws, this Warrant and the rights and obligations
evidenced hereby shall inure to the benefit of and be binding upon the
successors of the Company and the successors and permitted assigns of the
Holder. The provisions of this Warrant are intended to be for the benefit of all
Holders from time to time of this Warrant and shall be enforceable by any such
Holder or holder of Warrant Shares.
  -7-
 (h) **Amendment** . This
Warrant may be modified or amended or the provisions hereof waived only with the
written consent of the Company and the Holder.
  (i) **Severability** .
Wherever possible, each provision of this Warrant shall be interpreted in such
manner as to be effective and valid under applicable law, but if any provision
of this Warrant shall be prohibited by or invalid under applicable law, such
provision shall be ineffective to the extent of such prohibition or invalidity,
without invalidating the remainder of such provisions or the remaining
provisions of this Warrant.
  (j) **Headings** . The
headings used in this Warrant are for the convenience of reference only and
shall not, for any purpose, be deemed a part of this Warrant.
   IN
WITNESS WHEREOF, the Company has caused this Warrant to be executed by its
officer thereunto duly authorized.
  Dated:
      October 1, 2005SMARTVIDEO TECHNOLOGIES,
      INC.By:
    /s/Name: Richard E. Bennett, Jr.[Corporate
      Seal
    Title: President & CEO
  -8-
  **NOTICE
OF EXERCISE**
  To: SmartVideo
Technologies, Inc.
  1. The
Undersigned Registered Holder hereby elects to exercise ___________ Warrants
represented by this Warrant Certificate, and to purchase the securities issuable
upon the exercise of such Warrants. Pursuant to the terms of the attached
Warrant, the Holder hereby tenders herewith the payment of the exercise price,
together with all applicable transfer taxes, if any, as follows:
  a) a Cash
Exercise with respect to ____________ Warrants;
and/or
  b) a
Cashless Exercise with respect to ____________ Warrants.
 
 2. Please
issue a certificate or certificates representing said issuable securities in the
name of the undersigned or in such other name as is specified
below:
 
 **Interim
CFO Solutions LLC**
 **7469
W. Lake Mead Blvd., Suite 200**
 **Las
Vegas, Nevada  89126**
  If the
number of Warrants exercised shall not be all of the Warrants evidenced by this
Warrant Certificate, a New Warrant Certificate for the balance of such Warrants
shall be registered in the name of, and delivered to, the Registered Holder at
the address stated below:
 
 Holder's
Name:  **Interim
CFO Solutions LLC**
 
 Holder's
Address: **7469
W. Lake Mead Blvd., Suite 200** **Las
Vegas, Nevada  89126**
 
 Social
Security, Employer or Other Tax Identification
 Number of
Holder:  **35-2211450**
  
  Dated:
____________________ ,
_______
   Holder's
Signature:_______________________________
  Name:_______________________________
  Title:________________________________
 
  NOTE: The
signature to this Assignment Form must correspond with the name as it appears on
the face of the Warrant, without alteration or enlargement or any change
whatsoever, and must be guaranteed by a bank or trust company. Officers of
corporations and those acting in an fiduciary or other representative capacity
should file proper evidence of authority to assign the foregoing
Warrant.
 
  
  **ASSIGNMENT
FORM**
   (To
assign the foregoing warrant, execute
 this form
and supply required information.
 Do not
use this form to exercise the warrant.)
 
  FOR
      VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are
      herebyassigned
      to
  whose
      address is
 
  Dated:
____________________ ,
_______
   Holder's
Signature:_______________________________
  Name:_______________________________
  Title:________________________________
 Holder's
Name:  **Interim
CFO Solutions LLC**
 
 Holder's
Address: **7469
W. Lake Mead Blvd., Suite 200** **Las
Vegas, Nevada  89126**
 
 Social
Security, Employer or
 Other Tax
Identification Number of Holder: **35-2211450**
 
  Signature
Guaranteed:___________________________________________________
  NOTE: The
signature to this Assignment Form must correspond with the name as it appears on
the face of the Warrant, without alteration or enlargement or any change
whatsoever, and must be guaranteed by a bank or trust company. Officers of
corporations and those acting in an fiduciary or other representative capacity
should file proper evidence of authority to assign the foregoing
Warrant.