**EXHIBIT
10.11**




**REGISTRATION
RIGHTS AGREEMENT**




THIS
REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into as of
the 29 th day of
November 2004 between SmartVideo Technologies, Inc., a Delaware corporation (the
“Company”), the parties whose names appear on the signature page hereof
(individually, a “Holder” or “Registered Holder” and collectively, the
“Holders”).




This
Agreement is made in connection with the Holder’s acquisition of the Company’s
shares of common stock (the “Common Stock”) and warrants (the “Warrants”) to
purchase Common Stock.




The
parties hereby agree as follows:




1. **Certain Definitions** .




As used
in this Agreement, the following terms shall have the following respective
meanings:




(a) " Business Day " means
any day, other than a Saturday, Sunday or legal holiday, on which banks in the
State of New York are open for business.




(b) " Commission " means
the United States Securities and Exchange Commission.




(c) " Exchange Act " means
the Securities Exchange Act of 1934, as amended, or any successor statute
thereto, and the rules and regulations of the Commission promulgated thereunder,
all as the same shall be in effect at the time.




(d) “ Holders ” or
“Registered Holders” means the Holders referred to in the Preamble.




(e) “ Person ” shall
mean an individual, partnership, corporation, association, trust, joint venture,
unincorporated organization and any government, governmental department or
agency or political subdivision thereof.




(f) “ Registrable
Securities ” means
(i) the Common Stock and shares of Common Stock underlying the Warrants issued
to the Holders; and (ii) any shares of capital stock of the Company issued or
issuable with respect to the securities referred to in clause (i) by way of a
stock split or stock dividend or in connection with a combination of shares,
recapitalization, merger, consolidation or other reorganization. For purposes of
this Agreement, a Person will be deemed to be a holder of Registrable Securities
upon conversion or exercise in connection with a transfer of securities or
otherwise, but disregarding any restrictions or limitations upon the exercise of
such right, whether or not such acquisition has actually been effected. Such
securities will cease to be Registrable Securities when sold pursuant to Rule
144 under the Securities Act or any offering registered under the Securities
Act.







(g) " Registration Expenses " means
all expenses incident to the Company's performance of or compliance with this
Agreement, including, without limitation, all registration, filing, listing and
National Association of Securities Dealers, Inc. ("NASD") fees, all fees and
expenses of complying with securities or blue sky laws, all word processing,
duplicating and printing expenses, all messenger and delivery expenses, any
transfer taxes, the fees and expenses of the Company's legal counsel and
independent public accountants, including the expenses of any special audits or
"cold comfort" letters required by or incident to such performance and
compliance, fees and disbursements of one counsel for all of the Holders, and
any fees and disbursements of underwriters customarily paid by insurers or
sellers of securities; provided , however , that
Registration Expenses shall not include underwriting discounts and
commissions.




(h) " Securities Act " means
the Securities Act of 1933, as amended, or any successor statute thereto, and
the rules and regulations of the Commission promulgated thereunder, all as the
same shall be in effect at the time.




2. **Piggyback
Registration Rights** .




(a) **Incidental Registration** . If the
Company for itself or any of its security holders shall at any time or times
after the date hereof determine to register under the Securities Act any shares
of its capital stock or other securities other than: (i) the registration of an
offer, sale or other disposition of securities solely to employees of, or other
persons providing services to, the Company, or any subsidiary pursuant to an
employee or similar benefit plan; or (ii) relating to a merger, acquisition or
other transaction of the type described in Rule 145 under the Securities Act or
a comparable or successor rule, registered on Form S-4 or similar or successor
forms, on each such occasion the Company will notify each Holder of such
determination at least thirty (30) days prior to the filing of such registration
statement, and upon the request of any Holder given in writing within twenty
(20) days after the receipt of such notice, the Company will use its best
efforts as soon as practicable thereafter to cause any of the Registrable
Securities specified by any such Holder to be included in such registration
statement to the extent such registration is permissible under the Securities
Act and subject to the conditions of the Securities Act (an "Incidental
Registration"). In the event that the Company has an Effective Registration
Statement as described in 2(e) herein, the Holder may request that the
Registrable Securities be included in a Post-effective amendment to the
Effective Registration Statement.




(b) **Number
of Registrations** . The
Company shall not be obligated to effect more than one Incidental Registration
pursuant to this Agreement, except as provided in subdivision (f) hereof.
Subject to subdivision (f) hereof, the Company may include in such Incidental
Registration other securities of the Company for sale, for the Company's account
or for the account of any other person, if and to the extent that the managing
underwriter determines that the inclusion of such additional shares will not
interfere with the orderly sale of the underwritten securities at a price range
acceptable to the requesting Holders. Upon receipt of a written request pursuant
to this Section 2(a), the Company shall promptly give written notice of such
request to all Holders, and all Holders shall be afforded the opportunity to
participate in such request. The Company will be obligated to include in the
Incidental Registration such number of Registrable Securities of any Holder
joining in such request as are specified in a written request by the Holder
received by the Company within 20 days after receipt of such written notice from
the Company.









(c) **Limitations
on Piggyback Registration Rights** . No
Holder may exercise his registration rights under Section 2(a) hereof if such
Holder could sell all of his Registrable Securities requested to be included in
the Incidental Registration in a three (3) month period without registration
under the Securities Act pursuant to Rule 144 under the Securities Act.




(d) **Expenses** . The
Company shall pay all Registration Expenses incurred in connection with any
Incidental Registration.




(e) **Effective Registration Statement** . An
Incidental Registration requested pursuant to Section 2(a) shall not be deemed
to have been effected unless it has been declared effective by the Commission.
Notwithstanding the foregoing, a registration statement will not be deemed to
have been effected if: (i) after it has become effective with the Commission,
such registration is interfered with by any stop order, injunction, or other
order or requirement of the Commission or other governmental agency or any court
proceeding for any reason other than a misrepresentation or omission by any
Holder; or (ii) the conditions to closing specified in the purchase agreement or
underwriting agreement entered into in connection with such registration are not
satisfied, other than solely by reason of some act or omission by any
Holder.




(f) **Priority in Incidental
Registration** . If an
Incidental Registration is an underwritten registration initiated by the
Company, and the managing underwriters shall give written advice to the Company
that, in their opinion, market conditions dictate that no more than a specified
maximum number of securities (the “Underwriter’s Maximum Number”) could
successfully be included in such Incidental Registration, then the Company will
include in such registration:





(i) first,
that number of securities which the Company proposes to offer and sell for its
own account in such registration and which does not exceed the Underwriter’s
Maximum Number; and




(ii) second,
that number of Registrable Securities which shall have been requested by the
Holders thereof having registration rights hereunder which does not exceed the
difference between the Underwriter’s Maximum Number and that number of
securities which the Company is entitled to include therein pursuant to clause
(i) above.




If less
than all of the Registrable Securities requested to be included in any such
registration by the Holders can be so included due to these priority
requirements, then each requesting Holder's request shall be granted on an pro
rata basis with the other requesting Holders. In addition, all Holders whose
Registrable Securities were not included in the Incidental Registration as
requested as a result of this Section 2(f), shall have the right to participate
in one (1) additional Incidental Registration in accordance with the terms of
this Agreement.




(g) Notwithstanding
anything to the contrary contained in this Section 2, the Company shall have the
right to delay any registration of Registrable Securities requested pursuant to
this Section 2 for up to one hundred twenty (120) days if such registration
would, in the judgment of the Company's Board of Directors, substantially
interfere with any material transaction being considered at the time of receipt
of the request from the Holders.







3. **Registration Procedures** .




(a) If and
whenever the Company is required to use its best efforts to effect the
registration of any Registrable Securities under the Securities Act as provided
in Section 2, the Company, as expeditiously as possible and subject to the terms
and conditions of Section 2, will:




(i) prepare
and file with the Commission the requisite registration statement to effect such
registration and use its best efforts to cause such registration to become and
remain effective;




(ii) permit
any Holder which, in the reasonable judgment of the Holder, might be deemed to
be an underwriter or a controlling person of the Company, to participate in the
preparation of such registration statement and to require the insertion therein
of material furnished to the Company in writing, which in the reasonable
judgment of such Holder and its counsel should be included;




(iii) prepare
and file with the Commission such amendments and supplements to such
registration statement and the prospectus used in connection therewith as may be
necessary to keep such registration statement effective and to comply with the
provisions of the Securities Act with respect to the disposition of all
securities covered by such registration statement until the earlier of such time
as all of such securities have been disposed of in accordance with the intended
methods of disposition by the seller or sellers thereof set forth in such
registration statement or the expiration of 180 days after such registration
statement becomes effective;




(iv) in the
event that Form S-3 is not available for the registration of the resale of
Registrable Securities hereunder, the Company shall (i) register the resale of
the Registrable Securities on Form SB-2, S-1 or another appropriate form
reasonably acceptable to the holders of at least a majority of the Registrable
Securities and (ii) undertake to register the Registrable Securities on Form S-3
as soon as such form is available, provided that the Company shall maintain the
effectiveness of the Registration Statement then in effect until such time as a
Registration Statement on Form S-3 covering the Registrable Securities has been
declared effective by the SEC.




(v) furnish
to the Holders such number of conformed copies of such registration statement
and of each such amendment and supplement thereto (in each case including all
exhibits), such number of copies of the prospectus contained in such
registration statement (including each preliminary prospectus and any summary
prospectus) and any other prospectus filed under Rule 424 under the Securities
Act, in conformity with the requirements of the Securities Act, and such other
documents, as the purchaser or any Holder of Registrable Securities to be sold
under such registration statement may reasonably request;




(vi) use its
best efforts to register or qualify all Registrable Securities covered by such
registration statement under such other United States state securities or blue
sky laws of such jurisdictions as any Holder of Registrable Securities to be
sold under registration statement shall reasonably request, to keep such
registration or qualification in effect for so long as such registration remains
in effect, and take any other action which may be reasonably necessary or
advisable to enable the Holder of Registrable Securities to be sold under such
registration statement to consummate the disposition in such jurisdictions of
the securities owned by such Holder, except that the Company shall not for any
such purpose be required to (a) qualify generally to do business as a foreign
corporation in any jurisdiction wherein it would not but for the requirements of
this subdivision (v) be obligated to be so qualified, or (b) subject itself to
taxation in any such jurisdiction, or (c) consent to general service of process
in any such jurisdiction;







(vii) use its
best efforts to cause all Registrable Securities covered by such registration
statement to be registered with or approved by such other United States state
governmental agencies or authorities as may be necessary to enable the Holder of
Registrable Securities to be sold under such registration statement to
consummate the intended disposition of such Registrable Securities;





(viii) in the
event of the issuance of any stop order suspending the effectiveness of the
registration statement, or of any order suspending or preventing the use of any
related prospectus or suspending the qualification of any Registrable Securities
included in such registration statement for sale in any jurisdiction, the
Company shall use its best efforts promptly to obtain the withdrawal of such
order; and




(ix) immediately
notify the Holders of Registrable Securities included in such registration
statement at any time when a prospectus relating thereto is required to be
delivered under the Securities Act, of the happening of any event as a result of
which the prospectus included in such registration statement, as then in effect,
includes an untrue statement of material fact or omits to state any material
fact required to be stated therein or necessary to make the statements therein
not misleading in the light of the circumstances under which they were made, and
at the request of the Holders promptly prepare and furnish to the Holders a
reasonable number of copies of a supplement to or an amendment of such
prospectus as may be necessary so that, as thereafter delivered to the
purchasers of such securities, such prospectus shall not include an untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not misleading in the
light of the circumstances under which they were made.




(b) The
Company may require each Holder of Registrable Securities to be sold under such
registration statement, at the Company's expense, to furnish the Company with
such information and undertakings as it may reasonably request regarding such
Holder and the distribution of such securities as the Company may from time to
time reasonably request in writing.




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









4. **Underwritten Offerings** .


(a) **Underwritten Offering** . In
connection with any underwritten offering pursuant to a registration requested
under Section 2(a), the Company will enter into an underwriting agreement with
the underwriters for such offering. Each Holder shall be a party to such
underwriting agreement. Each Holder whose Registrable Securities are included in
such registration shall be required to make such representations or warranties
to or agreements with the Company or the underwriters as are reasonable
requested by the Company and such underwriters.




(b) **Selection of Underwriters** . If an
Incidental Registration pursuant to Section 2(a) involves an underwritten
offering, then the Company shall have sole discretion to select the underwriter.




(c) **Holdback Agreements** . Each
Holder agrees, if so reasonably required by the managing underwriter in a
registration pursuant to Section 2, not to effect any public sale or
distribution of Registrable Securities or sales of such Registrable Securities
pursuant to Rule 144 or Rule 144A under the Securities Act, during the seven (7)
days prior to and the 180 days after any firm commitment underwritten
registration pursuant to Section 2 has become effective (except as part of such
underwritten registration) or, if the managing underwriter advises the Company
that, in its opinion, no such public sale or distribution should be effected for
a period of not more than 180 days after such underwritten registration in order
to complete the sale and distribution of securities included in such
registration and the Company gives notice to such effect to such Holders of such
advice, each Holder shall not effect any public sale or distribution of
Registrable Securities or sales of such Registrable Securities pursuant to Rule
144 or Rule 144A under the Securities Act during such period after such
underwritten registration, except as part of such underwritten registration,
whether or not such Holder participates in such registration.






**5.** **Preparation, Reasonable Investigation** **.** In
connection with the preparation and filing of each registration statement under
the Securities Act, the Company will give the Holders of Registrable Securities
to be sold under such registration statement, the underwriters, if any, and
their respective counsel and accountants, drafts and final copies of such
registration statement, each prospectus included therein or filed with the
Commission and each amendment thereof or supplement thereto, at least five (5)
Business Days prior to the filing thereof with the Commission, and will give
each of them such access to its books and records and such opportunities to
discuss the business of the Company with its officers and the independent public
accountants who have certified its financial statements as shall be necessary,
in the opinion of such Holders and such underwriters' respective counsel, to
conduct a reasonable investigation within the meaning of the Securities
Act.







6. **Indemnification
and Contribution** .


(a) **Indemnification by the Company** . In the
event of any registration under the Securities Act pursuant to Section 2 of any
Registrable Securities covered by such registration, the Company will, and
hereby does, indemnify and hold harmless each Holder of Registrable Securities
to be sold under such registration statement, each other person who participates
as an underwriter in the offering or sale of such securities (if so required by
such underwriter as a condition to including the Registrable Securities of the
Holders in such registration) and each other person, if any, who controls any
such Holder or any such underwriter within the meaning of the Securities Act
(collectively, the "Indemnified Parties"), against any losses, claims, damages
or liabilities, joint or several, to which the Holders or underwriter or
controlling person may become subject under the Securities Act or otherwise,
insofar as such losses, claims, damages or liabilities (or actions or
proceedings, whether commenced or threatened, in respect thereof) arise out of
or are based upon any untrue statement or alleged untrue statement of any
material fact contained in any registration statement under which such
securities were registered under the Securities Act, any preliminary prospectus,
final prospectus or summary prospectus contained therein or any document
incorporated therein by reference, or any amendment or supplement thereto, or
any omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, or
arise out of any violation by the Company of any rule or regulation promulgated
under the Securities Act or state securities law applicable to the Company and
relating to action or inaction required of the Company in connection with any
such registration, and the Company will reimburse the Indemnified Parties for
any legal or any other expenses reasonably incurred by them in connection with
investigating or defending any such loss, claim, liability, action or
proceeding; provided , however , that
the Company shall not be liable to any Indemnified Party in any such case to the
extent that any such loss, claim, damage, liability (or action or proceeding in
respect thereof) or expense arises out of or is based upon any untrue statement
or alleged untrue statement or omission or alleged omission made in such
registration statement, any such preliminary prospectus, final prospectus,
summary prospectus, amendment or supplement in reliance upon and in conformity
with written information furnished to the Company by such Indemnified
Party.




(b) **Indemnification by the Holders** . As a
condition to including any Registrable Securities of any person or entity in any
registration statement filed pursuant to Section 2(a) hereof, the Holders whose
Registrable Securities are included in such registration statement will, and do
hereby, indemnify and hold harmless (in the same manner and to the same extent
as set forth in subdivision (a) of this Section 6) the Company, each director of
the Company, each officer of the Company and each other person, if any, who
controls the Company within the meaning of the Securities Act, with respect to
any statement or alleged statement in or omission or alleged omission from such
registration statement, any preliminary prospectus, final prospectus or summary
prospectus contained therein, or any amendment or supplement thereto, if, and
only if, such statement or alleged statement or omission or alleged omission was
made in reliance upon and in conformity with information furnished in writing to
the Company directly by such person or entity specifically for use therein; provided , however , that
the obligation of any Holder hereunder shall be limited to an amount equal to
the proceeds received by such Holder upon the sale of Registrable Securities
sold in the offering covered by such registration.







(c) **Notices of Claims, etc** .
Promptly after receipt by an Indemnified Party of notice of the commencement of
any action or proceeding involving a claim referred to in the preceding
subdivisions of this Section 6, such Indemnified Party will, if a claim in
respect thereof is to be made against a party required to provide
indemnification (an “Indemnifying Party”), give written notice to the latter of
the commencement of such action, provided , however , that
the failure of any Indemnified Party to give notice as provided herein shall not
relieve the Indemnifying Party of its obligation under the preceding
subdivisions of this Section 6, except to the extent that the Indemnifying Party
is actually prejudiced by such failure to give notice. In case any such action
is brought against an Indemnified Party, unless in such Indemnified Party's
reasonable judgment a conflict of interest between such Indemnified and
Indemnifying Parties may exist in respect of such claim, the Indemnifying Party
shall be entitled to participate in and to assume the defense thereof, jointly
with any other Indemnifying Party similarly notified to the extent that it may
wish, with counsel reasonably satisfactory to such Indemnified Party, and after
notice from the Indemnifying Party to such Indemnified Party of its election so
to assume the defense thereof, the Indemnifying Party shall not be liable to
such Indemnified Party for any legal or other expenses subsequently incurred by
the latter in connection with the defense thereof other than reasonable costs of
investigation. No Indemnifying Party shall consent to entry of any judgment or
enter into any settlement without the consent of the Indemnified Party which
does not include as an unconditional term thereof the giving by the claimant or
plaintiff to such Indemnified Party of a release from all liability in respect
to such claim or litigation.




(d) **Indemnification Payment** . The
indemnification required by this Section 6 shall be made by periodic payments of
the amount thereof during the course of the investigation or defense, as and
when bills are received or expense, loss, damage or liability is
incurred.




(e) **Survival
of Obligations** . The
obligations of the Company and of the Holders under this Section 6 shall survive
the completion of any offering of Registrable Securities under this
Agreement.




(f) **Contribution** . If the
indemnification provided for in this Section 6 is unavailable or insufficient to
hold harmless an Indemnified Party, then each Indemnifying Party shall
contribute to the amount paid or payable to such Indemnified Party as a result
of the losses, claims, damages or liabilities referred to in this Section 6 an
amount or additional amount, as the case may be, in such proportion as is
appropriate to reflect the relative fault of the Indemnifying Party or parties
on the one hand and the Indemnified Party on the other in connection with the
statements or omissions which resulted in such losses, claims, demands or
liabilities as well as any other relevant equitable considerations. The relative
fault shall be determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied by the
Indemnifying Party or parties on the one hand or the Indemnified Party on the
other and the parties’ relative, intent, knowledge, access to information and
opportunity to correct or prevent such untrue statement or omission. The amount
paid to an Indemnified Party as a result of the losses, claims, damages or
liabilities referred to in the first sentence of this Section 6(f) shall be
deemed to include any legal or other expenses reasonably incurred by such
Indemnified Party in connection with investigating or defending any action or
claim which is the subject of this Section 6. No person guilty of fraudulent
misrepresentation within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any Person who was not guilty of such
fraudulent misrepresentation.









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




8. **Miscellaneous** .


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




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





(i)
    if
      to the Company, addressed to:
    With
      a copy to:SmartVideo
      Technologies, Inc.
    Edwards
      & Angell, LLP1650
      Oakbrook Drive
    350
      East Las Olas Blvd.Suite
      405
    Suite
      1150Norcross,
      GA 30093
    Fort
      Lauderdale, FL 33301-4215Attention:
      Richard E. Bennett
    Attention:
      Leslie J. Croland, P.A.(ii)
    if to the Holder, to
      their address set forth on Schedule 1 attached hereto


Except as
otherwise provided herein, all such demands, requests, notices and other
communications shall be deemed to have been received on the date of personal
delivery thereof or on the tenth business day after the mailing
thereof.




(c) **Severability** . If any
one or more of the provisions of this Agreement should be ruled wholly or
partially invalid or unenforceable by a court or other governmental body of
competent jurisdiction, then: (i) the validity and enforceability of all
provisions of this Agreement not ruled to be invalid or unenforceable shall be
unaffected; (ii) the effect of the ruling shall be limited to the jurisdiction
of the court or other government body making the ruling; (iii) the provision(s)
held wholly or partly invalid or unenforceable shall be deemed amended and the
court or other government body is authorized to reform the provision(s), to the
minimum extent necessary to render them valid and enforceable in conformity with
the parties intent as manifested herein; and (iv) if the ruling and/or
controlling principle of law or equity leading to the ruling is subsequently
overruled, modified, or amended by legislative, judicial, or administrative
action, then the provision(s) in question as originally set forth in this
Agreement shall be deemed valid and enforceable to the maximum extent permitted
by the new controlling principle of law or equity.







(d) **Governing Law** . This
Agreement shall be governed by and construed in accordance with the internal
laws of Delaware, without regard to conflicts of law principles thereof. Each of
the parties to this Agreement submits to the nonexclusive jurisdiction of the
United States District Court and the state courts sitting in Fulton County,
Georgia for purposes of all legal proceedings arising out of or relating to this
Agreement and the transactions contemplated hereby. Each of the parties to this
Agreement irrevocably waives, to the fullest extent permitted by law, any
objection which a party may now or hereafter have to the laying of venue of any
such proceeding brought in any such court and any claim that any such proceeding
brought in such a court has been brought in an inconvenient forum.




(e) **Headings** . The
descriptive headings of the several sections and paragraphs of this Agreement
are inserted for convenience only, and do not constitute a part of this
Agreement and shall not affect in any way the meaning or interpretation of this
Agreement.





(f) **Entire Agreement; Amendments** . This
Agreement and the other writings referred to herein or delivered pursuant hereto
which form a part hereof contain the entire understanding of the parties with
respect to its subject matter. This Agreement supersedes all prior agreements
and understandings between the parties with respect to its subject matter. This
Agreement may be amended and the observance of any term of this Agreement may be
waived (either generally or in a particular instance and either retroactively or
prospectively) only by a written instrument duly executed by the Company and
those Holders holding a majority of Registrable Securities. Each Holder of any
Registrable Securities at the time or thereafter outstanding shall be bound by
an amendment or waiver authorized by this Section 9(e), whether or not any such
Registrable Securities shall have been marked to indicate such
consent.




(g) **No
Assignability** . This
Agreement and all of the provisions hereof shall not be assigned by any Holder
to any purchaser, transferee or assignee of any Registrable Security.




(h) **Counterparts** . This
Agreement may be executed in two or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument.









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




SMARTVIDEO TECHNOLOGIES,
      INC.By:
    /s/ Richard E. Bennett,
      Jr.Name: Richard E. Bennett, Jr.Title:
      President & CEO






[Corporate
Seal]




THE
      HOLDERS:
    Interim
      CFO Solutions LLC7469
      W. Lake Mead Blvd., Suite 200Las
      Vegas, Nevada  89126By:
    /s/ Kevin D.
  McNeilName:Kevin
      D. McNeilTitle:Managing
      Member














**Schedule
1**









**Names
and Addresses of Registered Holder**







**Interim
CFO Solutions LLC** **7469
W. Lake Mead Blvd., Suite 200** **Las
Vegas, Nevada  89126**