Settlement and Release Agreement between SmartVideo Technologies, Inc. and Joseph S. Johnson (August 2006)

(1)

To 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 you now have, or claim to have, or which you at any time hereinafter may have or claim to have, against each or any of the Releasees occurring up to and including the date on which this agreement is signed by you.

(2)

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.