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                                  EXHIBIT 10.3


                                   SWWT, INC.
                             C/O EAST RIVER VENTURES
                             645 MADISON AVE, #2200
                               NEW YORK, NY 10022


                                                          January 21, 2002

Mr. Jon V. Diamond
1 West 67th Street
New York, NY  10023

     This letter will confirm that your employment with, and position as an
employee, officer and director of, SWWT, Inc. (the "Company") and its
subsidiaries or affiliates, terminated as of January 21, 2002 (the "Termination
Date").

     In connection with the foregoing, we hereby agree as follows:

o    You and the Company will jointly announce that you have elected to leave
     your employment with the Company to pursue other business interests. The
     Company will take no position contrary to this in its communication or
     other dealings with the Company's customers, suppliers or outside third
     parties

o    Simultaneously with your execution and delivery of this letter agreement to
     the Company, the Company will repurchase all of the 83,355 shares (the
     "Shares") of Series B Preferred Stock, of the Company (the "Series B
     Preferred Stock") issued to you pursuant to the Restricted Stock Purchase
     Agreement (the "Restricted Stock Purchase Agreement"), dated as of March
     27, 2000, between you and E-Newco, Inc., a wholly owned subsidiary of the
     Company ("E-Newco") and represented by stock certificate no. 6 of the
     Company ("Certificate No. 6"). The sole consideration to you in respect of
     such repurchase will be the cancellation of all outstanding principal and
     interest obligations under the Partially-Recourse Promissory Note, dated as
     of March 27, 2000, from you to E-Newco, the original principal amount of
     $410,955.05. Upon repurchase by the Company, such shares of Series B
     Preferred Stock will be cancelled ipso facto and cease to be outstanding
     for any and all purposes.

o    Consequently with your execution and delivery of this letter agreement, you
     are entering into a Stock Purchase Agreement dated as of the date hereof
     pursuant to which you will sell 101,413 shares of Series B Preferred Stock
     owned by you. Together with the 83,355 shares referred to in Paragraph 2
     above, these constitute the only securities of the Company or rights to
     obtain such securities held by you or by any entity of which you are an
     affiliate.

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o    You hereby resign as an officer and a member of the Board of Directors of
     the Company and its subsidiaries, and as a member of the Board of Directors
     of SchoolNet, Inc.

o    You hereby acknowledge and confirm that you remain subject to the
     provisions of Section 9 (Noncompetition) of the Employment Agreement dated
     as of March 27, 2000, between you and E-Newco (the "Employment Agreement"),
     and that you hereby expressly agree to comply with such obligations.

o    None 9 of the Company or any of its subsidiaries, directors, officers,
     employees, shareholders, agents, representatives, successors and assigns or
     affiliates will have any further obligations to you in respect of any
     obligations arising out of (i) the Employment Agreement, including, without
     limitation, obligations arising pursuant to Section 2 (Compensation;
     Benefits), Section 3 (Business Expenses), Section 6 (Termination), Section
     7 (Termination by Death or Disability of the Employee), Section 8
     (Additional Payments) of the Employment Agreement, or (ii) The Stock
     Subscription Agreement, dated as of March 23, 2000, between you and the
     Company (the "Stock Subscription Agreement"), including, without
     limitation, obligations arising pursuant to Section 1(d) of the Stock
     Subscription Agreement, and you hereby release the Company and its
     subsidiaries, directors, officers, employees, shareholders, agents,
     representatives, successors and assigns or affiliates of such obligations.
     Notwithstanding the preceding sentences, the Company's obligations to you
     under Section 18 of the Employment Agreement will survive the termination
     of you employment with the Company. Without limiting the generality of the
     foregoing, you hereby acknowledge and agree that any and all stock options
     awarded to you pursuant to the Employment Agreement or otherwise (whether
     or not vested) are terminated and cancelled as of the Termination Date.

o    You will have no further obligations to the Company or its subsidiaries,
     directors, officers, employees, shareholders, agents, representatives,
     successors and assigns, or affiliates in respect of obligations arising
     pursuant to Section 1(d) of the Stock Subscription Agreement and the
     Company and its subsidiaries, directors, officers, employees, shareholders,
     agents, representatives, successors and assigns, and affiliates hereby
     release you of such obligations.

o    You shall not make, or cause to be made, any statement, observation or
     opinion, or communicate any information (whether oral or written) that in
     any way disparages the reputation or business of the Company, or any of its
     subsidiaries, directors, officers, employees, shareholders, agents,
     representatives, successors and assigns or affiliates. Neither the Company
     nor any of its affiliates shall make, or cause to be made, any statement,
     observation, or opinion, or communicate any information (whether oral or
     written) that in any way disparages your reputation or business interests.

o    Except as otherwise set forth in this letter agreement, you hereby remise,
     release and forever discharge, and by these presents do for each of your
     heirs, executors, administrators, successors and assign, remise, release
     and forever discharge, each of the Company, and its subsidiaries,
     directors, officers, employees, shareholders, partners, agents,
     representatives, and their respective successors and assigns, of any and
     all actions,


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     causes of action, suits, debts, accounts, bonds, bills, covenants,
     contracts, controversies, agreements, liabilities, damages, costs,
     expenses, demands, judgments, executions, variances, claims and other
     obligations of whatever kind or nature, in law or in equity, know3n or
     unknown, arising from, connected or related to, or cause by any event,
     occurrence, cause or thing, of any type, whatsoever, arising or existing,
     or occurring, in whole or in part, at any time from the beginning of the
     world through the date hereof, including, without limitation, (i) any and
     all claims relating to your employment with the Company or its subsidiaries
     and the termination thereof, including, without limitation, all employment
     discrimination claims under the Age Discrimination in Employment Act, as
     amended, (ii) any and all claims relating to your purchase and ownership of
     capital stock of the Company or its subsidiaries and (iii) any and all
     claims pursuant to the Stock Subscription Agreement, the Restricted Stock
     Purchase Agreement and the Employment Agreement. The release set forth in
     this section shall be irrevocable and may not be changed orally.

o    Except as otherwise set forth in this letter agreement, the Company hereby
     remises, releases and forever discharges, and by these presents does for
     each of its successors and assigns, remise, release and forever discharge
     you, your heirs, executors, administrators, successors and assigns, of and
     from any and all actions, causes of action, suits, debts, accounts, bonds,
     bills, covenants, contracts, controversies, agreements, liabilities,
     damages, costs, expenses, demands, judgments, executions, variances, claims
     and other obligations of whatever kind or nature, in law or in equity,
     known or unknown, arising from, connected or related to, or cause d by any
     event, occurrence, cause or thing, of any type whatsoever, arising or
     existing, or occurring, cause or thing, of any type, whatsoever, arising or
     existing, or occurring, in whole or in part, at any time from the beginning
     of the world through the date hereof, including, without limitation, any
     and all claims relating to your employment with the Company or its
     subsidiaries and the termination thereof, any and all claims relating to
     your purchase and ownership of capital stock of the Company or its
     subsidiaries and any and all claims pursuant to the Stock Subscription
     Agreement, the Restricted Stock Purchase Agreement and the employment
     Agreement. The release set forth in this section shall be irrevocable and
     may not be changed orally.

o    You represent, acknowledge and confirm as of the date of this Agreement
     that pursuant to discussions with the Company, you have received material
     non-public information that could have a bearing on the price or valuation
     of the capital stock of the Company (the "Stock"). You represent,
     acknowledge and confirm that although the material non-public information
     you received could have a bearing on the price or valuation of the Stock,
     you still desire to enter into this Agreement. You represent, acknowledge
     and confirm that you have such knowledge and experience in financial and
     business matters as to be capable of evaluating independently the merits,
     risks and suitability of entering into this Agreement.

o    The parties agree to cooperate with each other to effectuate the intent of
     the foregoing.



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o    As the Chief Executive Officer of the Company, you are fully familiar with
     its affairs, investments and prospects. You are aware that the company, its
     directors and affiliates have been seeking business combination
     opportunities for the Company and conducting discussions looking to that
     objective, including merger negotiations with San Vision Technology Inc.,
     and that if any such business combination should be consummated, the value
     of the Series B Preferred Stock might be substantially enhanced. You have
     received such information and access in respect of such discussions as you
     requested or deemed appropriate. You have consented to Skadden, Arps,
     Slate, Meagher & Flom LLP and McDermott Will & Emery serving as counsel to
     the Company in this transaction and, in that regard, have consulted with
     such other attorneys or advisors as you deemed appropriate.

o    Any dispute or controversy arising out of or relating to any
     interpretation, construction, performance or breach of this letter
     agreement shall be settled by arbitration to be held in New York, New York,
     in accordance with the Employment Dispute Resolution of the American
     Arbitration Association. The decision of the arbitrator shall be final,
     conclusive and binding on you and the Company. The parties agree that
     judgment may be entered on the arbitrator's decision in any court having
     jurisdiction. You and the Company shall each pay one-half of the costs and
     expenses of such arbitration.

o    This Agreement sets forth the entire agreement and understanding of the
     parties in respect of the subject matters contained herein, and supersedes
     all prior agreements, promises, covenants, arrangements, communications,
     representations or warranties, whether oral or written, by any officer,
     employee or representative of either party in respect of said subject
     matter.

o    You understand and acknowledge that, subject to paragraph 13 hereof, you
     have been advised to consult with counsel of your choice before signing
     this Agreement, and you hereby agree that, to the extent you felt
     necessary, you have consulted with your counsel with respect to the terms
     of this letter agreement.

o    The terms of this letter agreement shall be governed by the laws of the
     State of New York, without regard to the conflict of laws principles
     thereof.





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     Kindly acknowledge your agreement with the foregoing by signing a copy of
this letter where indicated below and returning it to the Company, c/o Walter A.
Carozza, East River Ventures II LP, 645 Madison Avenue, 22nd Floor, New York,
New York 10022.


                                            Sincerely yours,


                                            SWWT, INC.


                                            By: /s/ Walter A. Carozza
                                                ----------------------------
                                                Name: Walter A. Carozza
                                                Title:  Vice President


I have reviewed the Agreement contained in this letter in its entirety; I
understand its contents; and I voluntarily agree to all of its terms and
conditions.


/s/ John V. Diamond
----------------------
Jonathan V. Diamond



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