EXHIBIT
      10.1

    


    


     THIS
      NOTE HAS NOT 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. THIS NOTE MAY NOT 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 AND ANY OTHER APPLICABLE
      SECURITIES LAWS.

    


    PRIOR
      TO ANY REGISTRATION OF TRANSFER OR EXCHANGE OF THIS NOTE, (I) THE LENDER SHALL
      PRESENT OR SURRENDER TO THE COMPANY THIS NOTE, DULY ENDORSED OR ACCOMPANIED
      BY A
      WRITTEN INSTRUCTION OF TRANSFER IN FORM SATISFACTORY TO THE COMPANY DULY
      EXECUTED BY SUCH LENDER OR BY HIS ATTORNEY, DULY AUTHORIZED IN WRITING, AND
      (II)
      THE LENDER SHALL PRESENT TO THE COMPANY AN OPINION OF COUNSEL THAT THE TRANSFER
      OR EXCHANGE OF THIS NOTE IS BEING MADE IN RELIANCE UPON AN EXEMPTION FROM THE
      REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ANY OTHER APPLICABLE
      SECURITIES LAWS.

    


    PROMISSORY
      NOTE

    


    
      	
              $100,000

            	
              Dated:
                July 20, 2007

            


    

    


    FOR
      VALUE
      RECEIVED, uVuMobile, Inc., a Delaware corporation (the “Company”), hereby
      promises to pay to ___________________, an individual and resident of the State
      of ______________ with a mailing address of
      ______________________________________, or his assigns (the “Lender”) the
      principal amount of One Hundred Thousand Dollars ($100,00000), together with
      interest accrued thereon calculated from the date hereof in accordance with
      the
      provisions of this Note.

    


    Interest
      from the date hereof on the principal amount outstanding hereunder from time
      to
      time until maturity, and after the maturity hereof until paid, shall be payable
      at a rate of eight and one-quarter percent (8.25%) per annum. Interest shall
      be
      calculated on a year of 360 days based upon the actual number of days elapsed.
      

    


    Except
      as
      otherwise described herein, principal together with all accrued and unpaid
      interest thereon shall be payable in a single installment one hundred and twenty
      (120) days from the date of this Note (the “Maturity Date”). Principal and
      interest shall be paid in lawful money of the United States of America in
      immediately available funds at the address of the Lender as first set forth
      above or at such other place as the Lender may from time to time
      designate.

    


    The
      unpaid principal balance of this Note may be prepaid in whole or in part at
      any
      time and from time to time without premium or penalty. Each prepayment amount
      with respect to this Note shall be applied first to the principal balance of
      this Note and then to the accrued and unpaid interest of this Note.

    



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    If
      any
      payment on this Note shall be due on a Saturday, a Sunday, or a day which is
      a
      legal holiday, the payment shall be made without default on the next succeeding
      day which is a business day, but any interest-bearing portions of the payment
      shall continue to accrue interest until payment during the
      extension.

    


    Failure
      to pay, when due, the principal, any interest or any other sum payable with
      respect to the Note, and continuance of the failure for five (5) business days
      after the date on which the principal, installment of interest or other sum
      is
      due (whether upon maturity hereof, upon any prepayment date, upon acceleration,
      or otherwise) shall constitute an event of default (“Event of Default”) with
      respect to this Note. Upon an Event of Default, the interest rate payable in
      respect of this Note shall increase from the date of the Event of Default until
      the earlier of (1) the date all outstanding amounts of this Note are paid in
      full and (2) the date on which such Event of Default shall be satisfied or
      cured, from eight and one-quarter percent (8.25%) to ten percent
      (10%).

    


    The
      Company agrees to pay to the Lender and reimburse the Lender for any and all
      reasonable costs and expenses, including attorney’s fees and court costs, if
      any, incurred by the Lender in connection with the enforcement or collection
      hereof, both before and after the commencement of any action to enforce or
      collect this Note, but whether or not any such action is commenced by the
      Lender. The Company waives presentment, protest and demand, notice of protest,
      notice of dishonor and nonpayment of this Note and expressly agrees that this
      Note or any payment hereunder may be extended from time to time without in
      any
      way affecting the liability of the Company hereunder.

    


    The
      rights and remedies of the Lender hereunder, shall be cumulative and concurrent
      and may be pursued singularly, successively or together at the sole discretion
      of the Lender, and may be exercised as often as occasion therefor shall occur,
      and the failure to exercise any such right or remedy shall in no event be
      construed as a waiver or release of the same or any other right or
      remedy.

    


    The
      Company hereby declares, represents, and warrants that the indebtedness
      evidenced hereby is made for the purpose of acquiring or carrying on a business,
      professional, or commercial activity and constitutes a strategic investment
      by
      the Lender in the Company.

    


    The
      Lender represents that he is an accredited investor as defined in Rule 501(a)
      of
      Regulation D promulgated under the Exchange Act and is acquiring this Note
      for
      his own account as an investment and not with a view to the resale or
      distribution thereof.

    


    After
      all
      principal of, and accrued interest at any time owed on, this Note have been
      paid
      in full, or converted pursuant to the terms of this Note, this Note will be
      surrendered to the Company for cancellation and will not be
      reissued.

    


    This
      Note has not been registered under 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. This Note may not 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
      and
      any other applicable securities laws. Prior to any registration of transfer
      or
      exchange of this Note, (i) the Lender shall present or surrender to the Company
      this Note, duly endorsed or accompanied by a written instruction of transfer
      in
      form satisfactory to the Company duly executed by such Lender or by his
      attorney, duly authorized in writing, and (ii) the Lender shall present to
      the
      Company an opinion of counsel that the transfer or exchange of this Note is
      being made in reliance upon an exemption from the registration requirements
      of
      the Securities Act and any other applicable securities laws. Any purported
      transfer of this Note not in compliance with the provisions of this paragraph
      shall be null and void.

    



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    Subject
      to the immediately preceding paragraph, this Note may be assigned by Lender
      or
      any subsequent lender at anytime or from time to time, provided, however, that
      without the prior written consent of the Company, this Note may not be assigned
      by the Lender: (a) during the four (4) month period following the date hereof;
      or (b) to any competitor of the Company. This Note shall inure to the benefit
      of
      and be enforceable by the Lender and the Lender’s successors and assigns and any
      other person to whom the Lender or any subsequent lender may grant an interest
      in the Company’s obligations hereunder, and shall be binding and enforceable
      against the Company and the Company’s successors and assigns. Prior to any sale,
      assignment, transfer or negotiation of this Note by the Lender, the Lender
      shall
      notify the Company of such proposed sale, assignment, transfer or negotiation
      at
      the Company’s address shown above, or at such other address as the Company may
      designate by written notice to the Lender and shall comply with the requirements
      set forth in the immediately preceding paragraph. Upon completion of such sale,
      assignment, transfer or negotiation, the subsequent lender shall become a Lender
      for all purposes hereunder and shall be entitled to future payments of principal
      and interest and other distributions under this Note, provided that the right
      to
      acquire shares or units of equity securities of the Company pursuant hereto
      shall terminate.

    


    This
      Note
      shall be governed by and construed in accordance with the domestic laws of
      the
      State of Georgia, without giving effect to any choice of law or conflict of
      law
      provision or rule (whether of the State of Georgia or any other jurisdiction)
      that would cause the application of the laws of any jurisdiction other than
      the
      State of Georgia. Notwithstanding any other provisions of this Note or any
      other
      instrument or document executed in connection therewith, it is expressly agreed
      and understood that the Company does not intend or expect to pay, nor does
      the
      Lender intend or expect to charge, accept or collect any interest which, when
      added to any other charge upon the principal, shall be in excess of the highest
      lawful rate allowable under the laws of the State of Georgia. Should
      acceleration, prepayment or any other charges upon the principal or any portion
      thereof result in the computation or earning of interest in excess of the
      highest lawful rate allowable under the laws of the State of Georgia, any and
      all such excess is hereby waived and shall be credited to the outstanding
      principal balance or returned to the Company.

    



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF, the undersigned have duly executed this Note, or have caused
      this Note to be duly executed on their behalf, as of the day and year first
      hereinabove set forth.

    


    


    UVUMOBILE,
      INC.,

    a
      Delaware corporation

    


    


    By:
      /s/
      William J.
      Loughman                               


    Name:
      William J. Loughman

    Title:
      Chief Financial Officer