exhibit 10. 39 james morrison warrants issued : 50, 000 termination date : july 24, 2011 james morrison james morrison warrants issued : 50, 000 warrants issued : 50, 000 termination date : july 24, 2011 termination date : july 24, 2011 neither this warrant nor the shares issuable upon exercise hereof have 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. neither this warrant nor the shares issuable upon exercise hereof may 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. the securities represented by this warrant are subject to a master consulting agreement dated july 24, 2006 ( the “ consulting agreement ” ). redeemable warrant to purchase 50, 000 shares of the common stock of smartvideo technologies, inc. this certifies that, for value received, james morrison ( the " holder " ), is entitled, upon the terms and subject to the conditions hereinafter set forth, at any time on or after the date smartvideo technologies, inc. ( the “ company ” ) reaches the threshold of 200, 000 paid subscribers to the [ * * * * * ]. ( the 200, 000 paid subscribers can come from any one of a number of sources, such as [ * * * * * ], ( the “ exercise date ” ) ; and on or prior to the close of business on the date which is five ( 5 ) years after the date hereof ( the " termination date " ), to subscribe for and purchase from the company, up to 50, 000 ( fifty thousand ) shares ( the " warrant shares " ) of common stock, par value $. 001 per share ( the " common stock " ) of the company. the purchase price of one share of common stock ( the " exercise price " ) under this warrant shall be the per share price equal to the closing sale price quoted on the otc bulletin board or another nationally recognized trading system on july 24, 2006 or the date on which the 200, 000 subscriber threshold is reached, whichever is lower. the exercise price and the number of shares for which the warrant is exercisable shall be subject to adjustment