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                                                                   EXHIBIT 10.33

                                [PVI LETTERHEAD]

February 18, 2003

Mr. David Sitt
Paseo de los Laureles 458-PH1
Bosques de las Lomas
Mexico, D.F. 05120
Mexico

Dear Mr. Sitt:

On behalf of Princeton Video Image, Inc. (PVI), and its wholly owned subsidiary,
Publicidad Virtual, S.A. de C.V. (PV), we are pleased to offer you the positions
of co-Chief Executive Officer of PVI and Corporate Vice President of PV. For so
long as PVI and/or PV continue to employ you, you will be employed either
directly or indirectly through Consultores Asociados Dasi, S.C. ("Dasi"), or
another Sociedad Civil in Mexico (an "SC"). Your duties and responsibilities
shall be those customarily performed, respectively, by a CEO of a company such
as PVI and by a Corporate Vice President of a company such as PV. You will also
hold, in addition to the offices described above, such other senior executive
offices in PVI or PV to which you may be appointed or assigned from time to time
by the Board of Directors of PVI or PV, as the case may be; and you will
professionally discharge such duties in connection therewith.

As consideration for your service as Corporate Vice President of PV, your rate
of pay will be US$8,333.33 payable on a semi-monthly basis, which when
annualized is US$200,000 (such amount, as adjusted upward from time to time,
being your "Salary"). As additional consideration for such service, subject to
the approval of the Board of Directors of PVI, you will receive options to
purchase 275,000 shares of PVI common stock, as further described below. Such
options shall be in lieu of the options contemplated under the Reorganization
Agreement dated as of December 28, 2000, as amended, by and among Presencia en
Medios, S.A. de C.V., Eduardo Sitt, David Sitt, Roberto Sonabend, Presence in
Media LLC, Virtual Advertisement LLC, PVI LA, LLC, Princeton Video Image, Inc.
and Princeton Video Image Latin America, LLC, and the exhibits attached thereto
(the "Reorganization Agreement").

As consideration for your service as co-Chief Executive Officer of PVI, PVI
hereby confirms that you have been granted options to purchase 180,000 shares of
PVI common stock. Of these options, 151,778 are vested as of the date hereof,
and the remainder of such options shall vest at the rate of 14,111 per month
beginning on March 10, 2003, until all of such options are vested. You will be
provided a stock option agreement for signature evidencing such options.
Schedule 1 attached hereto sets forth the number of

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option shares allocable to specific exercise prices and indicates whether such
options are currently vested or unvested.

As consideration for your agreement in August, September and October, 2002 to
accept a salary reduction in connection with your service as co-Chief Executive
Officer of PVI, PVI hereby confirms that, subject to the approval of the Board
of Directors of PVI, you will be granted options to purchase 55,000 shares of
PVI common stock at an exercise price of $1.00 per share and that all of these
options will be vested immediately on the date of grant.

With respect to the options to purchase 275,000 shares of PVI common stock, as
described above, the exercise price for such options will be the closing price
for PVI common stock on the date the Board of Directors approves the option
grant in accordance with the provisions of the Amended 1993 Stock Option Plan
(the "Plan"); provided, however, that the exercise price shall not be less than
$0.50 per share. Of these options, 75,000 will be vested immediately on the date
of grant, as defined in the stock option agreement required under the Plan. The
remaining 200,000 options will vest at the rate of 8,333.33 per month for the
twenty-four months following the date of grant (1/24 of the total number vest
per month) for so long as you remain an employee of PVI or PV. The intent of PVI
is that these options shall be incentive stock options to the fullest extent
allowed by applicable law and the Plan; in the event that any of the these
options do not qualify as incentive stock options for any reason, such options
shall be non-qualified stock options.

As of January 21, 2003, there were 18,487,802 shares of PVI common stock
outstanding. Of course, the Company plans to issue additional shares to
investors and others from time to time.

The stock option agreements to be executed in connection with (a) the options to
purchase 180,000 shares of PVI common stock granted in connection with your
service as co-CEO of PVI, which are not yet vested as of the date hereof, and
(b) the options to purchase 275,000 shares of PVI common stock granted in
connection with your service as Corporate Vice President of PV will provide that
the applicable number of all unvested options will vest immediately and become
exercisable immediately if following the occurrence of a Change in Control of
PVI, as defined below, you cease to serve in a senior executive position with or
as a director of PVI, or your duties are inconsistent with those customarily
performed by a company's senior executive officer or director, other than as a
result of your voluntary action. A Change in Control of PVI shall be deemed to
occur if (i) PVI is merged with or into or consolidated with another corporation
or other entity under circumstances where the shareholders of PVI immediately
prior to such merger or consolidation do not own after such merger or
consolidation shares representing at least fifty percent (50%) of the voting
power of PVI or the surviving or resulting corporation or other entity, as the
case may be, or (ii) if PVI is liquidated or sells or otherwise disposes of
substantially all of its assets to another corporation or

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entity, or (iii) if any person (as such term is used in Sections 13(d) and
14(d)(2) of the Securities Exchange Act of 1934) shall become the beneficial
owner (within the meaning of Rule 13d-3 under such Act) of forty (40%) percent
or more of the Common Stock of PVI other than pursuant to a plan or arrangement
entered into by such person and PVI or otherwise approved by the Board of
Directors of PVI; provided however, that a Change of Control of PVI shall not
include any acquisition of PVI's securities by, or a transaction with, (A)
Cablevision Systems Corporation or (B) any member of the Seller Group, as
defined in the Reorganization Agreement, or (C) any of their respective
affiliates.

In the event that the acceleration, as set forth in the paragraph immediately
above, of any option to be granted to you pursuant to the Plan which causes the
option to be exercisable immediately (the "Accelerated Options"), (i)
constitutes a "parachute payment" within the meaning of section 280G of the
Internal Revenue Code of 1986, as amended (the "Code"), and (ii) but for this
provision, would be subject to the excise tax imposed by section 4999 of the
Code (the "Excise Tax"), then the amount of the Accelerated Options may be
reduced to the largest amount which you, in your sole discretion, determine
would result in no portion of the Accelerated Options (or only such portion
thereof as is acceptable to you) being subject to the Excise Tax. The
determination by you of any reduction shall be conclusive and binding upon PVI.
PVI shall reduce such Accelerated Options only upon written notice by you
indicating the amount of such reduction.

In the event that your employment as Corporate Vice President or a senior
executive of PV is terminated other than for Cause (as defined below) or in the
event you voluntarily terminate your employment with PV for Good Reason (as
defined below), PV will pay to you as severance six months of your then current
Salary.

"Cause" as used herein shall mean (i) conviction from which no further appeal
may be taken for, or plea of nolo contendere to, a felony or a crime involving
moral turpitude, (ii) commission of a breach of fiduciary duty involving
personal profit in connection with your employment by PVI or PV, (iii)
commission of an act which the Board of Directors of PVI or PV shall reasonably
have found to have involved willful misconduct or gross negligence on your part,
in the conduct of your duties, (iv) habitual absenteeism with respect to your
position at PV, (v) your material breach of any material provision of the terms
of your employment, as set forth herein, which breach remains uncured for a
period of thirty (30) days following notice to you by PVI, or (vi) your willful
and continued failure to perform substantially your duties (other than any such
failure resulting from your incapacity due to physical or mental illness). With
respect to the matters set forth in (iii), (iv), (v), and (vi) of the
immediately preceding sentence, neither PVI nor PV may terminate your employment
unless you have first been given notice of the conduct forming the cause for
such termination and an opportunity to explain such conduct to either PVI or PV,
as the case may be.

"Good Reason" shall mean (i) a detrimental change in the nature or scope of your
employment or duties as the Corporate Vice President or a senior executive of PV
or

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which is otherwise inconsistent with those duties customarily performed by a
company's corporate vice president or similar senior executive position; (ii) a
reduction in Salary or those employee benefits consisting of an
employer-provided automobile, major medical insurance, major life insurance, and
a bonus of thirty (30) days extra salary per year, that are required to be
provided to you under the terms of this offer letter; or (iii) the failure of PV
to pay the Commission Override Fee, as defined in the Consultant Services
Agreement, dated September 20, 2001, between PV and Presencia en Medios, S.A. de
C.V. (the "Consultant Services Agreement"), subject (A) to any cure periods or
dispute resolution procedures provided for in the Consultant Services Agreement
and (B) any amendment, waiver, modification, or deferral of the obligation to
pay the Commission Override Fee agreed to by Presencia en Medios, S.A. de C.V.

You agree that the services rendered by you as co-CEO of PVI and Corporate Vice
President of PV are unique and irreplaceable. You further agree that during the
Non-competition Term (as defined below) you shall not, directly or indirectly,
through any other person, firm, corporation or other entity (whether as an
officer, director, employee, partner, consultant, holder of equity or debt
investment, lender or in any other manner or capacity): (a) compete with PVI or
any subsidiary of PVI in any geographical area in the United States or in those
foreign countries where PVI or any subsidiary of PVI, during the period of your
employment with PVI and/or PV, conducts or proposes to conduct business or
initiate activities, design, manufacture, sell, market, offer to sell or supply
video or television technology similar to that being developed or sold by PVI or
any subsidiary of PVI on the date of the termination of your employment, for any
reason, with PVI or PV, as the case may be; (b) solicit, induce, encourage or
attempt to induce or encourage any employee of PVI or any subsidiary of PVI to
terminate his or her employment with PVI or any subsidiary of PVI or to breach
any other obligation to PVI or any subsidiary of PVI; (c) solicit, interfere
with, disrupt, alter or attempt to disrupt or alter the relationship,
contractual or otherwise, between PVI or any subsidiary of PVI and any customer,
potential customer, or supplier of PVI or any subsidiary of PVI; or (d) engage
in or participate in any business conducted under any name that shall be the
same as or similar to the name of PVI or any subsidiary of PVI, or any trade
name used by PVI or any subsidiary of PVI. You acknowledge that the foregoing
geographic, activity and time limitations contained in this non-competition
provision are reasonable and properly required for the adequate protection of
PVI's business. In the event that any such geographic, activity or time
limitation is deemed to be unreasonable by a court, you shall submit to the
reduction of either said activity or time limitation to such activity or period
as the court shall deem reasonable. In the event that you are in violation of
the aforementioned restrictive covenants, then the time limitation thereof shall
be extended for a period of time equal to the pendency of such proceedings,
including appeals. As used herein, "Noncompetition Term" shall mean the period
beginning on the date hereof and ending on the later of (i) September 20, 2005
or (ii) one year after the termination of your employment with PVI or PV,
provided that if your employment terminates after September 20, 2005, then the
one year period described in the foregoing clause (ii) shall

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not apply if following the termination of your employment you waive in writing
any right or claim to receive any severance benefits.

You acknowledge that, during the period of your employment with PVI and PV, you
have had or will have access to Confidential Information, as defined below, of
PVI and PV. Therefore, you agree that both during and after the period of your
employment with PVI or PV, as the case may be, you shall not, without the prior
written approval of PVI or PV, directly or indirectly (a) reveal, report,
publish, disclose or transfer any Confidential Information of PVI or PV to any
person or entity, or (b) use any Confidential Information of PVI or PV for any
purpose or for the benefit of any person or entity, except as may be necessary
in the performance of your work for PVI or PV. You further acknowledge that,
during the period of your employment with PVI and PV, you may have access to
Confidential Information of third parties who have given PVI or PV the right to
use such Confidential Information, subject to a non-disclosure agreement between
PVI of PV and such third party. Therefore, you agree that both during and after
the period of your employment with PVI or PV, you shall not, without the prior
written approval of PVI or PV, as the case may be, directly or indirectly (i)
reveal, report, publish, disclose or transfer any Confidential Information of
such third parties to any person or entity, or (ii) use any Confidential
Information of such third parties for any purpose or for the benefit of any
person or entity, except as may be necessary in the performance of your work for
PVI or PV. You acknowledge and agree that all Confidential Information of PVI
and PV, and all reports, drawings, blueprints, data, notes, and other documents
and records, whether printed, typed, handwritten, videotaped, transmitted or
transcribed on data files or on any other type of media, made or compiled by
you, or made available to you during the period of your employment with PVI and
PV (including the period prior to the date of this letter), concerning PVI's or
PV's Confidential Information are and shall remain PVI's or PV's property and
shall be delivered to PVI or PV, as the case may be, on the termination of your
employment or at any earlier time on request of PVI or PV. You shall not retain
copies of such Confidential Information, documents and records. As used herein,
"Confidential Information" means trade secrets, proprietary information, and
confidential knowledge and information which includes, but is not limited to,
matters of a technical nature (such as discoveries, ideas, concepts, designs,
drawings, specifications, techniques, models, diagrams, test data and know-how),
and matters of a business nature (such as the identity of customers and
prospective customers, suppliers, marketing techniques and materials, marketing
and development plans, pricing or pricing policies, financial information, plans
for further development, and any other information of a similar nature not
available to the public).

You agree that you shall promptly, from time to time, fully inform and disclose
to PVI or PV, as the case may be, in writing all inventions, copyrightable
material, designs, improvements and discoveries of any kind which you have made,
conceived or developed, or which you may later make, conceive or develop, during
the period of your employment with PVI or PV, which pertain to, or relate to
PVI's or PV's business or any of the work or businesses carried on by PVI or PV
and result from any work you

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performs for PVI or PV("Inventions"). This covenant applies to all such
Inventions, whether or not they are eligible for patent, copyright, trademark,
trade secret or other legal protection; and whether or not they are conceived by
Employee alone or with others; and whether or not they are conceived and/or
developed during regular working hours. All Inventions shall be the sole and
exclusive property of PVI or PV, as the case may be, and shall be deemed part of
the Confidential Information of PVI for purposes of this Agreement, whether or
not fixed in a tangible medium of expression. You hereby assign all of your
rights in all Inventions and in all related patents, copyrights and trademarks,
trade secrets and other proprietary rights therein to PVI or PV, as the case may
be. Without limiting the foregoing, you agree that any copyrightable material
shall be deemed to be "works made for hire" and that PVI or PV, as the case may
be, shall be deemed the author of such works under the United States Copyright
Act, or any foreign counterpart, provided that in the event and to the extent
such works are determined not to constitute "works made for hire", you hereby
irrevocably assign and transfer to PVI or PV all your right, title and interest
in such works. You agree to assist and cooperate with PVI or PV, both during and
after the period of your employment, at PVI's or PV's sole expense, to obtain,
maintain and enforce patent, copyright, trademark, trade secret and other legal
protection for the Inventions. You agree to sign all documents, and do all
things necessary, to obtain such protection and to vest PVI or PV, as the case
may be, with full and exclusive title in all Inventions against infringement by
others. You hereby appoint the Secretary of PVI as your attorney-in-fact to
execute documents on your behalf for this purpose. You agree that you shall not
be entitled to any additional compensation for any and all Inventions made
during the period of Employee's employment with PVI.

For the purposes of this Agreement and solely as pertains to your eligibility
and qualification to participate in benefit plans and the level of that
participation, except for vesting provisions relating to stock options, you
shall be given constructive credit for service to PVI and PV for such time as
you previously provided management services to PV (directly or through Dasi), on
a continuing basis without a break in service.

While employed by PVI or PV, you shall be entitled to vacation benefits
consistent with the past practices of Dasi or PV. Such vacation may be taken by
you at such times as do not unreasonably interfere with the business of PVI or
PV. The accumulation of annual vacation time earned but not taken will be in
accordance with the policy guidelines of PVI. Additional vacation will be earned
in accordance with the policy of PVI.

You will be entitled to payment or reimbursement for all travel and other
reasonable business expenses incident to the performance of your
responsibilities and obligations for PV and PVI, as the case may be; any claim
for reimbursement is subject to the submission of appropriate vouchers and
receipts in accordance with the policies of either PVI or PV, as in effect from
time to time.

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If you die during your employment with PVI or PV, as the case may be, your
employment will be automatically terminated. However, PVI or PV, as the case may
be, will pay three (3) months Salary at your then current rate to your estate or
personal representative. This benefit will be in addition to and not in
substitution for any other benefits which may be payable by either PVI or PV in
respect of your death.

If you are rendered incapable by illness or any other disability from complying
with the terms, conditions and provisions on your part to be kept, observed and
performed for a period in excess of 180 days (whether or not consecutive) or 90
days consecutively, as the case may be, during any 12-month period during your
employment ("Disability"), the Board of Directors of PVI or PV, as the case may
be, may terminate your employment. If your employment is terminated by reason of
Disability, you will receive notice to that effect. In addition to and not in
substitution for any other benefits which may be payable to you in respect of
your Disability, in the event of the termination of the your employment due to
such Disability pursuant, you will be entitled to receive in twelve (12) equal
semi-monthly installments, an aggregate amount equal to six (6) months' Salary
at the rate in effect on the effective date of such termination; provided,
however, that PVI or PV, as the case may be, shall deduct from such payments the
amount of any and all disability insurance benefits paid to you during such
six-month period if either PVI or PV paid for such insurance benefits.

This letter will further confirm that during your employment by PVI and PV, you
shall be entitled to participate in employee benefit plans and programs of PVI,
PV, Dasi or an SC that are available to other senior management personnel of
such entities, subject only to the extent that your position, tenure, salary,
age, health and other qualifications make you eligible to participate. In
addition, you shall be entitled to receive benefits no less favorable than those
you currently receive and those received by senior management personnel of such
entities who perform services for PV, which benefits include, without
limitation, (i) an employer-provided automobile, (ii) major medical insurance,
(iii) major life insurance, and (iv) a bonus of thirty (30) days extra salary
per year, consistent with the past practices of PV or Dasi, as the case may be.

Nothing in this letter creates any obligation on the part of PVI or PV to
continue to employ you in any capacity; rather you are an employee at will and
your employment by PVI or PV may be terminated at any time for any reason with
or without notice.

By acknowledging below, you accept and agree to the terms and conditions of
employment set forth in this offer letter. You further acknowledge and agree (i)
that the terms and conditions of employment set forth herein are in satisfaction
and fulfillment of the terms and conditions of the Reorganization Agreement
relating to your employment and (ii) that you waive any requirement thereunder
to execute a specific form of employment agreement. This letter sets forth the
entire agreement between the parties with respect to your employment
arrangements, salary, options, and benefits and supersedes all prior and
contemporaneous arrangements or understandings with respect

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thereto, including, without limitation, those contained in or contemplated by
the Reorganization Agreement or any prior resolutions of the Board of Directors.
The acknowledgement, agreement and waiver set forth in this paragraph shall not
be construed in any manner to be an amendment, alteration or modification of the
rights of Presencia en Medios, S.A. de C.V. under the Consultant Services
Agreement.

Sincerely,

/s/ JAMES GREEN

James Green
President and Chief Operating Officer

Acknowledged and Agreed to on this 18 day of February 2003.

/s/ DAVID SITT
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David Sitt