EXHIBIT
      10.1

    


    


     SETTLEMENT
      AGREEMENT AND MUTUAL RELEASE

    


    This
      Settlement Agreement and Mutual Release (the “Agreement”) is effective the
      23rd day
      of
      July 2007 (the “Effective Date”), and is by and between Plaintiff, MANHATTAN
      INVESTMENTS, INC. (“Manhattan Investments”); and Defendant, UVUMOBILE, INC.
      F/K/A SMARTVIDEO TECHNOLOGIES, INC. (“SmartVideo”) (Manhattan Investments, Inc.
      and SmartVideo together may be referred to as the “Parties” or as a “Party
”).

    


    PRELIMINARY
      STATEMENTS

     

    On
      July
      18, 2006, Manhattan Investments filed a Complaint in an action in the United
      States District Court for the Northern District of California, as Case No.
      C06-04379. The case was then transferred to the United States District Court
      for
      the Northern District of Georgia on November 13, 2006 (Action No.
      06-CV-2824-HTW). The Lawsuit arises out of a dispute over the removal of the
      restrictive legend from 49,795 shares of common stock issued to Manhattan
      Investments, Inc. by SmartVideo’s predecessor. Manhattan Investments maintains
      its right to have the restrictive legend removed and SmartVideo denies any
      allegations that it had a duty to remove the restrictive legend.

    


    The
      Parties now desire to resolve the Lawsuit, and any and all other actual or
      potential claims that may or could have been brought between them (whether
      permissive or compulsory) (“Claims”), without the necessity for further
      litigation and expense by settling the Lawsuit and the Claims, whether known
      or
      unknown regardless of whether such claims were asserted in the Lawsuit, between
      them.

    


    AGREEMENT

     

    In
      consideration of the foregoing, the agreements, mutual covenants and conditions
      contained herein, and for other good and valuable consideration, the receipt
      and
      sufficiency of which are hereby acknowledged, the Parties agree as
      follows:

    


    
      	 	
              1.

            	
              Incorporation
                of Recitals.
                Each of the preliminary statements is deemed to be true and correct,
                and
                the same are hereby incorporated by reference as if fully stated
                herein.

            


    

    


    
      	 	
              2.

            	
              Consideration.
                As
                consideration for this Agreement and the dismissal of the Lawsuit
                with
                prejudice, and the relinquishment of the Claims, the Parties have
                agreed
                that SmartVideo shall remove the restrictive legend on the 49,795
                shares
                of currently held common stock within seven (7) business days of
                the
                Effective Date of this Agreement and shall pay Manhattan Investments
                a sum
                of $35,000 within 15 days of closing on an equity financing transaction.
                SmartVideo shall make its best reasonable efforts to obtain equity
                financing within 120 days of the Effective Date of this Agreement.
                If
                SmartVideo is unable to obtain equity financing, then SmartVideo
                shall
                have no obligation to pay Manhattan Investments the $35,000.
                

            


    

    


    SmartVideo
      shall also issue 850,000 new shares of common stock to Manhattan Investments
      (the “Common Stock”),
      within
      seven (7) business days following a determination by the Court that the issuance
      of the Common Stock as part of the settlement is fair, reasonable and adequate.
      The shares of Common Stock so issued will be issued in reliance on the exemption
      from the registration requirements of the Securities Act of 1933, as amended
      (the “Securities Act”), provided by Section 3(a)(10) thereof.
      The
      parties will set a hearing with the Court at the earliest date reasonably
      possible.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    


    
      	 	
              3.

            	
              Compliance
                with SEC. The
                new shares are issued for “outstanding securities, claims or property
                interests,” within the meaning of Section 3(a)(10) of the 1933 Act, which
                includes the matters in the Lawsuit and the Claims of Manhattan
                Investments, and such exchange is expressly conditioned on an approved
                hearing of fairness of the terms and conditions of said exchange,
                before
                the Court in the Northern District of Georgia, hearing this
                case.

            


    

    


    
      	 	
              4.

            	
              Release
                and Satisfaction of the Claims.
                Upon and within 2 business days of the completion of the exchange
                described in paragraphs 2, and 3 Manhattan Investments shall file
                a
                dismissal with prejudice of the Lawsuit with the Court. Effective
                upon the
                completion of that exchange, Manhattan Investments hereby releases,
                acquits, and forever discharges SmartVideo and each of the owners,
                stockholders, predecessors, successors, directors, officers, employees,
                representatives, attorneys, subsidiaries and affiliates (and agents,
                directors, officers, employees, representatives and attorneys of
                such
                subsidiaries and affiliates) of SmartVideo, and all persons acting
                by,
                through, under or in concert with them (collectively referred to
                in this
                paragraph as “SmartVideo”), from any and all liability to Manhattan
                Investments including, but not limited to, any and all claims for
                damages,
                equitable relief, costs and attorneys’ fees, as well as any and all other
                Claims, whether known or unknown, whether now existing or hereafter
                arising, based on anything SmartVideo has done or failed to do from
                the
                beginning of time through the effective date of this Agreement, and
                regardless of whether such claims were asserted in the Lawsuit. Effective
                upon the filing of the dismissal by Manhattan Investments, SmartVideo
                hereby releases, acquits, and forever discharges Manhattan Investments
                and
                each of the owners, stockholders, predecessors, successors, directors,
                officers, employees, representatives, attorneys, subsidiaries and
                affiliates (and agents, directors, officers, employees, representatives
                and attorneys of such subsidiaries and affiliates) of Manhattan
                Investments, and all persons acting by, through, under or in concert
                with
                them, from any and all liability to SmartVideo, including, but not
                limited
                to, any and all claims for damages, equitable relief, costs and attorneys’
                fees, as well as any and all other Claims, whether known or unknown,
                whether now existing or hereafter arising, based on anything Manhattan
                Investments has done or failed to do from the beginning of time through
                the effective date of this Agreement, and regardless of whether such
                claims were asserted in the
                Lawsuit.

            


    

    


    
      	 	
              5.

            	
              Tax
                Liabilities.
                Manhattan Investments agrees that it is wholly and solely responsible
                for
                the evaluation of any legal or financial obligations related to the
                tax
                liability or implication of this compromise, the issuance of new
                shares of
                common stock, the relinquishment of the Claims, and the dismissal
                of the
                Lawsuit.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    


    
      	 	
              6.

            	
              Warranties.
                The Parties warrant that no promises or inducements have been offered
                except as set forth herein, that this Agreement is executed without
                reliance upon any statements or representations by persons or parties
                released or their representatives concerning the nature and extent
                of the
                damages and/or legal liability therefor; that it is binding on the
                Parties, as well as their respective companies, organizations, successors,
                agents, heirs and assigns. The Parties further warrant that they
                are
                legally competent and authorized to execute this Agreement, and that
                they
                accept full responsibility
                therefor.

            


    

    


    
      	 	
              7.

            	
              Compromise.
                This Agreement constitutes a full and final compromise and settlement
                of
                any and all disputes between the Parties, known or unknown, including,
                but
                not limited to, the Lawsuit and the Claims, which are disputed and
                uncertain, and about which Manhattan Investments and SmartVideo make
                no
                admissions as to validity or
                enforceability.

            


    

    


    
      	 	
              8.

            	
              Reliance
                on Own Judgment and Legal Consultation.
                Each of the Parties acknowledges that it relies wholly upon advice
                of
                counsel and its own judgment, belief and knowledge as to the nature,
                extent and duration of the issues, claims, defenses, rights and
                obligations relating to the Lawsuit, Claims, and this Agreement,
                and each
                represents that it has not been influenced to any extent whatsoever
                in
                making this Agreement by any representations or statements concerning
                the
                Lawsuit, Claims or regarding any other matters made by persons, firms,
                or
                corporations who are hereby released, or by any person or persons
                representing them. The Parties acknowledge that they have retained
                and
                consulted their own attorneys in executing this Agreement and the
                legal
                effect thereof.

            


    

    


    
      	 	
              9.

            	
              Representations.
                Manhattan Investments and SmartVideo further represent and warrant
                as
                follows: 

            


    

    
      	 	
              a.

            	
              Common
                Stock.
                SmartVideo represents (1) that the Common Stock shall be duly authorized
                and validly issued shares of SmartVideo’s common stock free from any
                limitations or restrictions on transfer upon determination by the
                Court
                that the settlement is fair in accordance with Section 3(a)(10) under
                the
                Securities Act, and (2) that the newly issued shares are exempt from
                the
                registration requirements set forth in Section 5 of the Act and do
                not
                constitute "restricted securities" within the meaning of SEC Rule
                144
                promulgated under the Act.

            


    

    
      	 	
              b.

            	
              Consents.
                The execution and delivery of this Agreement, and the consummation
                and
                performance of the terms and conditions contemplated by this Agreement,
                do
                not require any consent, approval or action of, or any filing with
                or
                notice to any person, public authority or entity except as otherwise
                stated in this Agreement and anticipated by the Parties to comply
                with the
                exchange of securities, and the Parties executing this Agreement
                are duly
                authorized to enter into this
                Agreement.

            


    

    
      	 	
              c.

            	
              Enforceability.
                Assuming due execution and delivery of this Agreement by each Party,
                this
                Agreement constitutes the valid and legally binding obligations of
                the
                Parties, enforceable against the Parties in accordance with their
                terms.

            


    

    
      	 	
              d.

            	
              No
                Conflicts.
                Neither the execution, delivery or performance of this Agreement
                will
                conflict in any respect with, result in a breach of, or constitute
                a
                default under, any court or administrative order or process, judgment,
                decree, statute, law, ordinance, rule or regulation or any agreement
                or
                commitment to which parties executing the same are party or are subject
                or
                bound, except where such conflict, breach or default would not have
                a
                material adverse effect on their ability to perform their obligations
                contemplated herein.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	 	
              e.

            	
              No
                Assignment.
                No claims or rights of the Parties purported to have been released
                herein
                have been sold, transferred or assigned and no attempt to do so shall
                occur.

            


    

    
      	 	
              f.

            	
              Disclosure.
                The statements of the Parties contained herein are true and correct
                in all
                material respects and do not omit any material fact necessary to
                make the
                statements contained herein not
                misleading.

            


    

    
      	 	
              g.

            	
              Entire
                Agreement; No Waiver.
                This Agreement constitutes the entire agreement between the Parties
                relating to the subject matter contained herein. No waiver of any
                of the
                provisions of this Agreement shall be deemed a waiver of, nor shall
                constitute a waiver of any other provision, whether or not similar,
                nor
                shall any waiver constitute a continuing waiver. No supplement,
                modification or amendment of this Agreement shall be binding unless
                executed in writing by all the
                Parties.

            


    

    
      	 	
              h.

            	
              Construction.
                The terms and conditions of this Agreement shall be construed as
                a whole
                according to its fair meaning and not strictly for or against any
                party.
                The Parties acknowledge that each of them has reviewed this Agreement
                and
                has had the opportunity to have them reviewed by their attorneys
                and that
                any rule of construction to the effect that ambiguities are to be
                resolved
                against the drafting party shall not apply in the interpretation
                of this
                Agreement, including any amendments. The Parties further agree that
                prior
                drafts of this Agreement shall not be relevant or considered in connection
                with the construction or interpretation of this Agreement, or to
                vary,
                modify or contradict any of the terms or provisions of this
                Agreement.

            


    

    
      	 	
              i.

            	
              Accord
                and Satisfaction.
                This Agreement shall be considered an accord and satisfaction between
                the
                Parties and not a novation. Should any Party default under the terms
                of
                this Agreement, the non-defaulting Party shall be entitled only to
                the
                rights and remedies set forth herein, and shall not have any right
                to
                reinstate the Lawsuit, the Parties expressly acknowledging the compromise
                of the disputes in this Agreement.

            


    

    
      	 	
              j.

            	
              Notices.
                Any notice or other communication required or permitted to be delivered
                to
                any party under this Agreement shall be in writing and shall be deemed
                properly delivered, given and received when delivered (by hand, by
                registered or certified mail, return receipt requested, by courier
                or
                express delivery service) to the address or facsimile number set
                forth
                beneath the name of such party and its counsel below (or to such
                other
                address as such party shall have specified in a written notice given
                to
                the other parties hereto). In the event of failure of actual receipt
                by
                reason of refusal of acceptance of delivery or change of address
                and
                failure to give notice of such change, notice shall be deemed received
                at
                the time of refusal of acceptance of first attempted
                delivery.

            


    

    


    
      	
              If
                sent to Manhattan Investments, Inc.:

               

               

               

            	
              Manhattan
                Investments, Inc.

              C/o
                C. Todd Norris, Esq.

              Bullivant
                Houser Bailey, P.C.

              601
                California St., Suite 1800

              San
                Francisco, CA 94108 

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              If
                sent to SmartVideo:

            	
              uVuMobile,
                Inc.

              C/o
                Tracy Caswell

              General
                Counsel

              Duluth,
                GA 30096

               

            


    

    


    Any
      Party
      may change its address for purposes of this paragraph by giving the other party
      written notice of the new address in the manner set forth above.

     

    
      	 	
              k.

            	
              Partial
                Invalidity.
                If any term of this Agreement or the application of any term of this
                Agreement should be held by a court of competent jurisdiction to
                be
                invalid, void or unenforceable, all provisions, covenants and conditions
                of this Agreement, and all of its applications, not held invalid,
                void or
                unenforceable, shall continue in full force and effect and shall
                not be
                affected, impaired or invalidated in any
                way.

            


    

    
      	 	
              l.

            	
              Attorneys’
                Fees.
                The parties to this Agreement shall bear their own attorneys’ fees and
                costs incurred in this litigation, as well as on the preparation
                of this
                Agreement. In the event that any Party commences an action to enforce
                or
                interpret this Agreement, or for any other remedy based on or arising
                from
                this Agreement, the prevailing Party therein shall be entitled to
                recover
                its reasonable and necessary attorneys’ fees and costs incurred.
                

            


    

    
      	 	
              m.

            	
              Necessary
                Action.
                Each of the Parties shall do any act or thing necessary to execute
                any or
                all documents or instruments necessary or proper to effectuate the
                provisions and intent of this
                Agreement.

            


    

    
      	 	
              n.

            	
              Counterparts
                and Facsimile/copy.
                This Agreement may be executed in counterparts, in different locations,
                and copies, scans or facsimiles of signatures shall be legally binding
                as
                originals.

            


    

    


    IN
      WITNESS WHEREOF, the Parties hereto, intending to be legally bound, execute
      this
      Agreement effective as of July 23, 2007 though signed thereafter.

    


    


    
      	
              UVUMOBILE,
                INC.

            	 	
              MANHATTAN
                INVESTMENTS, INC.

            
	
              f/k/a
                SmartVideo Technologies, Inc.

            	 	 	 
	 	 	 	 	 
	
              By:
                

            	
              /s/
                William J. Loughman

            	 	
              By:

            	
              /s/
                P. Garratt

            
	
               

            	
              (sign
                name)

            	 	 	
              (sign
                name)

            
	 	 	 	 	 
	 	
              William
                J. Loughman

            	 	 	
              P.
                Garratt

            
	 	
              (print
                name)

            	 	 	
              (print
                name)

            
	 	 	 	 	 
	
              Its

            	
              Chief
                Financial Officer

            	 	
              Its
                

            	
              Trustee
                and Authorized Signatory

            
	
               

            	
              (print
                title)

            	 	 	
              (print
                title)