**GENERAL
      RELEASE AND SETTLEMENT AGREEMENT**




This
      General Release and Settlement Agreement (“Agreement”) is made this 30th day of
      June, 2006 by and between Christopher Smith (“Smith”), Paramount Trading Co.,
      Inc. (“Paramount”), Johan Ganiere (“Ganiere”), Claire Calvert (“Calvert”), Alan
      Frank (“Frank”), Alan L. Frank Law Associates, P.C. (“Frank Law Firm”) - (all
      collectively the “Claimant Parties”) and SmartVideoTM Technologies, Inc.
      (“SmartVideo”). The term “Parties” shall refer to the Claimant Parties and
      SmartVideo collectively.




**WITNESSETH** **:**




WHEREAS,
      Smith, Paramount, Ganiere and Calvert have asserted certain claims and rights
      against and with respect to SmartVideo, including, but not limited to, those
      claims made in Civil Action No. l:06-cv-0849-MHS currently pending in the United
      States District Court for the Northern District of Georgia; and




WHEREAS,
      Frank and the Frank Law Firm represent Smith, Paramount, Ganiere and Calvert
      with respect those certain claims and rights referenced above;




WHEREAS,
      Smith is the sole beneficial owner (as such term is defined in Rulel3d-3(a)
      of
      the Securities Exchange Act of 1934) of 872,500 shares of SmartVideo common
      stock;




WHEREAS,
      Paramount is the sole beneficial owner (as such term is defined in Rule 13d-3(a)
      of the Securities Exchange Act of 1934) of 246,667 shares of SmartVideo common
      stock;




WHEREAS,
      Ganiere is the sole beneficial owner (as such term is defined in Rule l3d-3(a)
      of the Securities Exchange Act of 1934) of 872,500 shares of SmartVideo common
      stock; and WHEREAS, the Claimant Parties and SmartVideo desire to resolve all
      such alleged claims and rights and any and all other alleged claims and rights,
      as set forth herein.




NOW,
      THEREFORE, for and in consideration of the mutual promises and covenants set
      forth herein, and other good and valuable consideration , the receipt and
      sufficiency of which are hereby acknowledged, the Parties agree as
      follows:




**AGREEMENT**




1 **.**  Effective
      Date .
      This
      Agreement shall become effective immediately after the Parties hereto have
      signed the Agreement (“the Effective Date”).




2.  Shares
      and Registration Rights .




(a) Ownership
      and Title .
      Smith,
      Paramount and Ganiere each severally and not jointly represent and warrant
      to
      SmartVideo that they each are the sole beneficial owner of 872,500, 246,667
      and
      872,500 shares of SmartVideo common stock (collectively, the “Shares”) and that
      each has valid and marketable title to such shares of common stock, free and
      clear of all claims, liens, charges, encumbrances, “adverse claims” (as defined
      in Article 8 of the Georgia Uniform Commercial Code), security interests and
      rights of third parties.





(b)  Commitments .
      Prior
      to the transfer to Frank of 311,083 shares of SmartVideo common stock owned
      by
      Smith, Paramount and Ganiere, each of Smith, Paramount and Ganiere severally
      and
      not jointly represent and warrant to SmartVideo that they have not created
      and
      will not have created any subscriptions, options, warrants, claims, calls,
      commitments, proxies or agreements for the purchase, voting or control of any
      of
      such shares.




(c)  Transfer
      of Shares to Frank .
      In
      consideration of his representation of Smith, Paramount and Ganiere in the
      matters discussed herein, Smith, Paramount and Ganiere are hereby transferring
      and selling to Frank 174,500, 49,333 and 87,250 shares, respectively, of
      SmartVideo common stock. Smith, Paramount and Ganiere hereby severally and
      not
      jointly represent and warrant to SmartVideo that such transfer and sale to
      Frank
      will be conducted in a transaction exempt from registration under the Securities
      Act of 1933. After the transfer of a total 311,083 shares of SmartVideo common
      stock to Frank from Smith, Paramount and Ganiere, each of Smith, Paramount,
      Ganiere and Frank shall remain the sole beneficial owner (as such term is
      defined in Rule 13d-3(a) of the Securities Exchange Act of 1934) of 698,000,
      197,334, 785,250 and 311,083 shares of SmartVideo common stock, respectively
      (collectively hereinafter referred to as the “Registered Shares”) until such
      time as any of such shares are sold. Each of Smith, Paramount, Ganiere and
      Frank
      shall advise SmartVideo in writing of any sale of such shares within ten
      calendar days after the closing of a sale. Smith, Paramount, Ganiere and Frank
      severally and not jointly represent and warrant to SmartVideo that they do
      not
      have any agreement, understanding or arrangement with any other person or entity
      with regard to the proceeds from the sale of the Registered Shares, nor will
      such an agreement, understanding or arrangement be made by Smith, Paramount,
      Ganiere or Frank subsequent to the date of this Agreement.




(d)  Legend
      on Common Stock .
      Smith,
      Paramount, Ganiere and Frank each hereby acknowledge, understand and agree
      that
      their shares of SmartVideo common stock will be legended and restricted
      securities within the meaning of the Securities Act of 1933, and that as such,
      such shares may not be offered or sold publicly unless such shares are
      registered under the Securities Act of 1933 or offered and sold pursuant to
      an
      exemption therefrom.




(e)  Registration
      of Common Stock .
      By no
      later than July 31, 2006, SmartVideo shall include the Registered Shares in
      a
      registration statement filed with the Securities and Exchange Commission
      covering the Registered Shares and 550,000 shares which SmartVideo is required
      to register for Enable Growth Partners, L.P. and INSYSTCOM, Inc. Although
      SmartVideo is filing a registration statement with the Securities and Exchange
      Commission on June 30, 2006 covering the 550,000 shares of SmartVideo common
      stock owned by Enable Growth Partners, L.P. and INSYSTCOM, Inc., SmartVideo
      shall not seek acceleration of such registration statement, or permit the
      Securities and Exchange Commission to declare such registration statement
      effective, unless and until the Registered Shares are included in such
      registration statement by way of the filing of a pre-effective amendment to
      such
      registration statement. In connection with such registration statement, each
      of
      Smith, Paramount, Ganiere and Frank shall provide SmartVideo with the
      information required to be included in such registration statement under Items
      507 and 508 of Regulation S-K (Part 229 of Title 17 of the Code of Federal
      Regulation) and such other information as is reasonably requested to be included
      in such registration statement by SmartVideo. All of such information provided
      to SmartVideo by Smith, Paramount, Ganiere and Frank shall be true and correct
      in all material respects. SmartVideo shall be required to maintain the
      effectiveness of such registration statement for the Registered Shares until
      the
      owner of the Registered Shares can publicly sell his or its portion of the
      Registered Shares under Rule 144(k) promulgated under the Securities Act of
      1933.





-2-





(f)  Removal
      of Restrictive Legend from Registered Shares .
      SmartVideo shall remove the restrictive legend from stock certificates relating
      to Registered Shares if and when the registered owner of such shares provides
      SmartVideo with a legal opinion, in form and substance satisfactory to
      SmartVideo, stating that the restrictive legend may be removed from such stock
      certificates in accordance with the provisions of Rule 144(k) promulgated under
      the Securities Act of 1933 and that such shares may be publicly sold under
      Rule
      144(k).




(g)  Delivery
      of Stock Certificates .
      Assuming Smith or Caroline Buchler, Paramount and Ganiere deliver their stock
      certificates for the Shares to Edwards Angell Palmer & Dodge LLP (“EAPD”),
      350 East Las Olas Boulevard, Suite 1150, Ft. Lauderdale, FL 33301-4215
      Attention: Leslie J. Croland, P.A. by no later than July 14, 2006, SmartVideo
      shall cause to be delivered to the Frank Law Firm on or before July 19, 2006,
      stock certificates representing the Registered Shares in the following
      denominations: Smith 698,000 Shares; Paramount 197,334 Shares; Ganiere, 785,250
      Shares; and Frank 311,083 Shares. The stock certificates for the Shares
      delivered to EAPD shall be accompanied by stock transfer instructions, stock
      powers signed by each of Smith, and Caroline Buchler, Paramount and Ganiere,
      and
      a medallion signature guarantee for each of such persons. In addition, Paramount
      shall provide EAPD with certified resolutions of its Board of Directors
      authorizing the person signing the stock powers on behalf of Paramount to act
      in
      its behalf in connection with this matter. If any of the stock certificates
      for
      all or a portion of Shares are delivered to EAPD after July 19, 2006, then
      the
      delivery to Frank of the denominated Shares shall be delivered to the Frank
      Law
      Firm by no later than five (5) days following the delivery of the last stock
      certificate to EAPD.




3.  Release
      of Claims by Claimant Parties ,
      As a
      material inducement to SmartVideo to enter into this Agreement, the Claimant
      Parties hereby irrevocably release 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, including without limitation, Michael Criden, Justin A.
      Stanley, Glenn Singer, Richard Bennett and Ron Warren (collectively the
“Releasees”), from any and all charges, claims, liabilities, agreements,
      damages, causes of action, suits, costs, losses, debts and expenses (including
      attorneys’ fees and costs actually incurred) of any nature whatsoever, know or
      unknown, including, but not limited to, any claim of breach of fiduciary duty,
      rights arising out of alleged violations of any contracts, express or implied,
      any covenant of good faith and fair dealing, express or implied, or any tort,
      or
      any federal, state or other governmental statute, regulation or ordinance
      (“Claim” or “Claims”), which the Claimant Parties now have, or claim to have, or
      which the Claimant Parties at any time hereinafter may have or claim to have,
      against each or any of the Releasees occurring up to and including the Effective
      Date.




4.  Agreement
      Not to Use Non-Public and/or Confidential Information by Claimant Parties. The
      Claimant Parties covenant and agree, for a period of five (5) years from the
      Effective Date of this Agreement, not to use any non-public and/or Confidential
      Information which is or may come into the possession or knowledge of the
      Claimant Parties, including, but not limited to, any such information that
      was
      or is obtained through the Siefert arbitration (Matter No. 30 181 Y 00559 05),
      Smith litigation (Case No. 1:06-cv-0849-MHS) or Breit litigation (Case No.
      1:06-cv-0850-MHS), or through any other means not herein specified, in any
      way
      against the Releasees with respect to any Claim released herein. For purposes
      of
      this Agreement, “Confidential Information” means any and all data and
      information, whether disclosed orally, in writing, by observation, or otherwise,
      relating to SmartVideo’s business which is not generally known to its
      competitors or the public and is subject to reasonable efforts to maintain
      its
      secrecy. Confidential information covered by this Agreement does not have to
      be
      marked “Confidential” to be treated as such, and it includes, without
      limitation, information relating to SmartVideo’s: software; designs;
      compilations; programs; methods; techniques; drawings; processes; research
      and
      development; legal affairs; accounting; filings and drafts thereof; work papers;
      finances; actual or potential customer information and lists; customer,
      partners, prospective customer, clients, vendors, agents, representatives,
      consultant, and employment candidate contact names and information; customer
      preferences; the needs and hiring habits of SmartVideo’s customers; billing
      rates; pricing practices; marketing, recruiting, and placement strategies;
      business plans; margins; prices; operations; existing and future services;
      contract expiration dates; forecasts and forecast assumptions and volumes;
      and
      other financial, sales, marketing, services, and operations information, whether
      written or otherwise, which is not common knowledge in SmartVideo’s industry or
      to the public. Confidential Information shall not include any data or
      information that has been voluntarily disclosed to the public or its competitors
      by SmartVideo (except where such public disclosure has been made without
      authorization) or that has been independently developed and disclosed by others,
      or that otherwise enters the public domain through lawful means.





-3-




5.  Agreement
      Not to Disparage by Claimant Parties :
      The
      Claimant Parties agree that, as part of the consideration for this Agreement,
      and for a period of three (3) years from the Effective Date, they will not,
      directly or indirectly, in any capacity or manner, make, cause, encourage or
      assist to be made any statements, comments or remarks, whether oral, verbal,
      in
      writing, or electronically transmitted, which might reasonably be considered
      to
      be derogatory, defamatory or critical of, or negative towards, or to malign,
      harm, defame, disparage, or damage the reputation and good name of SmartVideo,
      its subsidiaries or affiliates, its respective officers, directors, agents
      or
      employees, or the Releasees. Provided, however, that if any of the Claimant
      Parties are required by any applicable law, regulation, statute, subpoena,
      court
      order or other compulsory process to disclose information related to SmartVideo,
      such disclosure of truthful information shall not constitute a breach of this
      section or of this Agreement.




6.  Agreement
      Not to Assist by Smith, Paramount, Ganiere and Calvert .
      Smith,
      Paramount, Ganiere and Calvert covenant and agree not to institute or
      participate in any way in anyone else’s actions against any of the Releasees
      with respect to any Claim released herein, except as required by any subpoena,
      court order, or other compulsory process.




7.  Dismissal .
      Upon
      receipt of the payment set forth in Section 2 above, Paramount and Smith shall
      immediately dismiss, with prejudice, Civil Action No. 1:06-cv-0849-MHS currently
      pending in the United States District Court for the Northern District of
      Georgia.




8.  Release
      of Claims by SmartVideo .
      SmartVideo hereby irrevocably releases the Claimant Parties from any and all
      charges, claims liabilities, agreements, damages, causes of action, suits,
      costs, losses, debts and expenses (including attorneys’ fees and costs actually
      incurred) of any nature whatsoever, known or unknown, including, but not limited
      to, any rights arising out of alleged violations of any contracts, express
      or
      implied, any covenant of good faith and fair dealing, express or implied, or
      any
      tort or violation of any other legal or contractual duty arising under the
      laws
      of the State of Georgia or the laws of the United States (“Claim” or “Claims”),
      which SmartVideo now has, or claims to have, or which SmartVideo at any time
      heretofore had, or claimed to have, against the Claimant Parties, in each case
      as to acts or omissions by the Claimant Parties occurring up to and including
      the Effective Date.










-4-





9. Agreement
      Not to Disparage by SmartVideo .
      SmartVideo agrees that, as part of the consideration for this Agreement, and
      for
      a period of three (3) years from the Effective Date, the members of the Board
      of
      Directors, and all SmartVideo officers covered by Section 16(a) of the
      Securities Exchange Act of 1934, as amended, will not, directly or indirectly,
      in any capacity or manner, make, cause, encourage or assist to be made any
      statements, comments or remarks, whether oral, verbal, in writing or
      electronically transmitted, which might reasonably be considered to be
      derogatory, defamatory or critical of, or negative towards, or to malign, harm,
      defame or damage the reputation and good name of any of the Claimant Parties,
      nor will they authorize, condone, or encourage any such disparagement from
      others. Notwithstanding the foregoing, the Claimant Parties recognize and
      acknowledge that SmartVideo will not be liable for unauthorized remarks by
      individuals employed by or otherwise associated with SmartVideo, other than
      the
      members of the Board of Directors and the SmartVideo officers covered by Section
      16(a) of the Securities Exchange Act of 1934, as amended. Provided, however,
      that if SmartVideo or any of the Releasees are required by an applicable law,
      regulation, statute, subpoena, court order, or other compulsory process to
      disclose information related to any of the Claimant Parties, such disclosure
      of
      truthful information shall not constitute a breach of this Agreement. Moreover,
      this Section 9 shall not apply to any communications: (1) between SmartVideo
      and
      its independent public auditors; (2) necessary to comply fully with all
      applicable requirements and policies of federal and state laws, stock exchange
      rules, and the rules and regulations of the Securities and Exchange Commission
      and other federal and state agencies; (3) necessary to cooperate fully with
      any
      investigation or request for information from any state or federal governmental
      agency, stock exchange, or regulatory organization; (4) necessary in the course
      of preparing and filing appropriate tax returns or dealing with federal or
      state
      taxing authorities; (5) necessary in connection with obtaining advice from
      legal
      counsel; or (6) made in connection with any judicial or administrative
      proceeding or arbitration with respect to which such communications are
      relevant.




10.  Entire
      Agreement .
      This
      Agreement sets forth the complete and exclusive statement of the terms of the
      agreement between the Parties hereto and fully supersedes any and all prior
      agreements or understandings between the Parties hereto pertaining to the
      subject matter hereof.




11.  Governing
      Law .
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of Georgia, without giving effect to any principles of conflicts of
      laws.




12.  Specific
      Performance; Attorneys’ Fees .
      This
      Agreement may be specifically enforced, and injunctive relief may be granted
      to
      prevent a breach of the Agreement since there is no adequate remedy at law.
      The
      prevailing party in any proceeding brought to obtain specific performance or
      injunctive relief pursuant to this Agreement shall be entitled to an award
      of
      its reasonable costs and expenses, including, without limitation, attorneys’
fees.







-5-





13.  Severability .
      Except
      for Sections 3, 4 and 5, should any part, term or provision of this Agreement
      be
      declared or determined by any court to be illegal, invalid or otherwise
      unenforceable, the legality, validity and enforceability of the remaining parts,
      terms or provisions hereof shall be deemed not to be affected, and the Agreement
      shall be interpreted and enforced as if such illegal, invalid or unenforceable
      part, term or provision, to the extent possible, is not contained herein. If
      Section 3, 4 or 5 is declared illegal, invalid or otherwise unenforceable,
      SmartVideo may, at its option, declare this entire Agreement null and
      void.




14.  Construction .
      Both
      parties acknowledge and agree that they participated jointly in the negotiation
      and drafting of this Agreement and the rule of construction that ambiguities
      are
      construed against the drafter is hereby waived.




15.  No
      Release from Future Actions or Inactions .
      Nothing
      contained herein shall be construed as a release by the Parties hereto of,
      or an
      agreement by the Parties hereto not to sue on any claims, manner of actions,
      causes of actions, whether at law or in equity, suits, judgments, debts, liens,
      contracts, agreements, promises, liabilities, demands, damages, losses, costs,
      expenses or disputes (including attorneys’ fees and costs) arising out of any
      act, omission, matter, cause, conduct, claim, event or thing whatsoever which
      may occur after the Effective Date of this Agreement to the end of
      time.




16.  Amendment .
      This
      Agreement may not be modified, amended, supplemented, or terminated except
      by a
      written instrument executed by the Parties hereto.




17.  Notice .
      All
      notices, requests, demands, and other communications required hereunder shall
      be
      in writing and shall be deemed to have been duly given if delivered or if
      mailed, by United States certified or registered mail, postage prepaid, to
      the
      other party to which the same is directed at the following addresses (or at
      such
      other addresses as shall be given in writing by the Parties to one
      another):





If
                to SmartVideo:
            Attn:
                Chief Financial Officer w/ a copy also to:
              Attn:
                General Counsel
              SmartVideoTM
                Technologies, Inc.
              3505
                Koger Boulevard, Suite 400
              Duluth,
                Georgia 30096If
                to Claimant Parties:
            Alan
                L. Frank, Esquire
              Alan
                L. Frank Law Associates, P.C.
              8380
                Old York Road, Ste. 410
              Elkins
                Park, PA 19027




18.  Counterparts .
      This
      Agreement may be executed in one or more counterparts, each of which shall
      be an
      original, and all of which together shall be deemed to be one and the same
      Agreement. Executed counterparts may be delivered via facsimile
      transmission.







-6-




19. Participation
      in Negotiations .
      EACH OF
      THE UNDERSIGNED PARTIES ACKNOWLEDGES AND AGREES THAT SUCH PARTY HAS PARTICIPATED
      IN THE NEGOTIATION OF AND CAREFULLY READ EACH OF THE TERMS AND PROVISIONS OF
      THIS AGREEMENT AND UNDERSTANDS ITS CONTENTS, AND THAT SUCH PARTY EXECUTED THIS
      SEVERANCE AGREEMENT AS SUCH PARTY’S OWN FREE ACT AND DEED.




Executed
      this 30 th day of
      June, 2006 by and between:




SmartVideoTM
      Technologies, Inc.




By:Its:
            VP
                - FinanceWitness:
            
            CHRISTOPHER
                SMITHAttest:





**PARAMOUNT
                TRADING CO., INC.**BY:JOHAN
                GANIEREBY:ALAN
                L. FRANK, ESQUIREBY:**ALAN
                L. FRANK LAW ASSOCIATES, P.C.**BY:






-7-





19. Participation
      in Negotiations .
      EACH OF
      THE UNDERSIGNED PARTIES ACKNOWLEDGES AND AGREES THAT SUCH PARTY HAS PARTICIPATED
      IN THE NEGOTIATION OF AND CAREFULLY READ EACH OF THE TERMS AND PROVISIONS OF
      THIS AGREEMENT AND UNDERSTANDS ITS CONTENTS, AND THAT SUCH PARTY EXECUTED THIS
      SEVERANCE AGREEMENT AS SUCH PARTY’S OWN FREE ACT AND DEED.




Executed
      this ______ day of June, 2006 by and between:




SmartVideoTM
      Technologies, Inc.




By:Its:Witness:
            
            CHRISTOPHER
                SMITHAttest:





**PARAMOUNT
                TRADING CO., INC.******BY:JOHAN
                GANIEREBY:ALAN
                L. FRANK, ESQUIREBY:**ALAN
                L. FRANK LAW ASSOCIATES, P.C.******BY:




-8-





19. Participation
      in Negotiations .
      EACH OF
      THE UNDERSIGNED PARTIES ACKNOWLEDGES AND AGREES THAT SUCH PARTY HAS PARTICIPATED
      IN THE NEGOTIATION OF AND CAREFULLY READ EACH OF THE TERMS AND PROVISIONS OF
      THIS AGREEMENT AND UNDERSTANDS ITS CONTENTS, AND THAT SUCH PARTY EXECUTED THIS
      SEVERANCE AGREEMENT AS SUCH PARTY’S OWN FREE ACT AND DEED.




Executed
      this ______ day of June, 2006 by and between;




Smart
      VideoTM Technologies, Inc.




By:Its:Witness:
            
            CHRISTOPHER
                SMITHAttest:





**PARAMOUNT
                TRADING CO., INC.******BY:JOHAN
                GANIEREBY:ALAN
                L. FRANK, ESQUIREBY:**ALAN
                L. FRANK LAW ASSOCIATES, P.C.**BY:





-9-





19. Participation
      in Negotiations .
      EACH OF
      THE UNDERSIGNED PARTIES ACKNOWLEDGES AND AGREES THAT SUCH PARTY HAS PARTICIPATED
      IN THE NEGOTIATION OF AND CAREFULLY READ EACH OF THE TERMS AND PROVISIONS OF
      THIS AGREEMENT AND UNDERSTANDS ITS CONTENTS, AND THAT SUCH PARTY EXECUTED THIS
      SEVERANCE AGREEMENT AS SUCH PARTY’S OWN FREE ACT AND DEED.




Executed
      this ______ day of June, 2006 by and between;




Smart
      VideoTM Technologies, Inc.




By:Its:Witness:
            
            CHRISTOPHER
                SMITHAttest:





**PARAMOUNT
                TRADING CO., INC.******BY:JOHAN
                GANIEREBY:ALAN
                L. FRANK, ESQUIREBY:**ALAN
                L. FRANK LAW ASSOCIATES, P.C.**BY:







-10-





19. Participation
      in Negotiations .
      EACH OF
      THE UNDERSIGNED PARTIES ACKNOWLEDGES AND AGREES THAT SUCH PARTY HAS PARTICIPATED
      IN THE NEGOTIATION OF AND CAREFULLY READ EACH OF THE TERMS AND PROVISIONS OF
      THIS AGREEMENT AND UNDERSTANDS ITS CONTENTS, AND THAT SUCH PARTY EXECUTED THIS
      SEVERANCE AGREEMENT AS SUCH PARTY’S OWN FREE ACT AND DEED.




Executed
      this_____day of June, 2006 by and between:




SmartVideoTM
      Technologies, Inc.




By:Its:Witness:
            
            CHRISTOPHER
                SMITHAttest:





**PARAMOUNT
                TRADING CO., INC.**BY:JOHAN
                GANIEREBY:ALAN
                L. FRANK, ESQUIREBY:**ALAN
                L. FRANK LAW ASSOCIATES, P.C.**BY:







-11-





**SMARTVIDEO
                TECHNOLOGIES, INC.**BY:VP
                - Finance







-12-




BY:





**ALAN
                L. FRANK LAW ASSOCIATES, P. C.**BY:





**SMARTVIDEO
                TECHNOLOGIES, INC.**BY:CLAIR
                CALVERT





By: