EMPLOYMENT AGREEMENT BETWEEN MARC-ANDRE BOISSEAU AND
                          SMARTVIDEO TECHNOLOGIES, Inc.


Date:             February 19, 2004

To:               Marc-Andre Boisseau


Subject: Employment Proposal

This letter will confirm your desire for employment with SmartVideo
Technologies, Inc. (Company) and define your terms and conditions of employment.

  1.     Your job title will be Chief Financial Officer, which may be changed at
         some future point to more accurately reflect your duties.

  2.     You will report directly to Richard E. Bennett, Jr., or designee.

  3.     You will be expected to perform the duties and responsibilities of your
         job in a professional manner consistent with your job to ensure the
         successful operation and profitability of the Company.

  4.     Your daily base salary will be $500.00, which if annualized will equal
         $130,000.00. Any future increases will be made annually and will be
         based upon your performance and Company policy.

  5.     You will be eligible to receive performance bonuses, which will be
         calculated and distributed in accordance with Company policy.

  6.     You will be issued stock options in the amount of 75,000 shares of
         SmartVideo Technologies, Inc. Common stock, which is subject to the
         terms and conditions of the Employee Stock Option Agreement. Additional
         stock options, in the amount of 75,000 shares, will be issued after you
         initial 90-day introductory period.

  7.     Company shall reimburse you for all reasonable expenses you incur in
         furtherance of, or in connection with, the business of Company,
         including, but not limited to, travel expenses, business communication
         expenses, and all reasonable entertainment expenses (whether incurred
         at your residence, while traveling or otherwise), subject to the
         policies of Company in effect from time to time.

  8.     Company's payroll is issued on the 10th and the 25th of each month, for
         the previous half-month period.

  9.     You will be eligible for participation in all benefit plans generally
         available to Company employees. This includes health plan, dental,
         life, vision, and disability. Your eligibility for all benefits will be
         the first of the month following ninety-day (90) days of employment. At
         your option, the Company will reimburse you for your current medical
         insurance policy in lieu of the Company's health plan, for the
         remainder of 2004 and for a not-to-exceed amount of $1200 monthly.

  10.    You will accrue vacation in accordance with the established vacation
         policy.

  11.    Your start date will be February 23, 2004.

                                       67

<PAGE>

  12.    For every new employee, there will be a ninety-day introductory period
         of employment. This is a trial period for both you and the Company.
         During this time, you will be able to learn about the Company, your
         job, and your new surroundings and the Company will be able to evaluate
         your performance.



This letter does not create a contract of employment or a contract for benefits.
Your employment relationship with Company is at-will. At either your option or
Company's option, your employment may be terminated at any time, with or without
cause.

Please indicate that these conditions are acceptable by signing and dating
below:



Signature     /s/ Marc-Andre Boisseau
                  -------------------

Also, please indicate your acceptance of the attached Employment Agreement by
signing where indicated. Please return the original of each document to me and I
will provide you a signed copy.


SmartVideo  Technologies,  Inc.  is very  pleased  to extend  this offer of
employment  and we look  forward to a mutually  beneficial relationship.


Sincerely,



         /s/Richard E. Bennett, Jr.
         -------------------------------
            Richard E. Bennett, Jr. President