Exhibit
      10.1

    


    EMPLOYMENT
      AGREEMENT

    


    THIS
      EMPLOYMENT AGREEMENT (“Agreement”), dated as of February 28, 2006, is made and
      entered into by and between SmartVideo Technologies, Inc., a Delaware
      corporation, or its subsidiary or other affiliate thereof (SmartVideo
      Technologies, Inc. or any such subsidiary or other affiliate referred to herein
      individually and collectively as ("SVT” or “Company"), and David Ross
      ("Executive"), a resident of the state of Florida.

    


    IN
      CONSIDERATION of the premises and the mutual covenants set forth below, the
      parties hereby agree as follows:

    


    1.
      EMPLOYMENT. The Company hereby agrees to employ Executive as the President
      of
      the Company and Executive hereby accepts such continued employment, on the
      terms
      and conditions hereinafter set forth.

    


    2.
      TERM.


     

    (a)
      Period
      of Employment.
      The
      period of employment of Executive by the Company under this Agreement (the
      “Employment Period”) shall commence on the date hereof (the “Commencement Date”)
      and shall end on the second anniversary thereof (February 28, 2008). The
      Employment Period may be sooner terminated by either party in accordance with
      Section 5 of this Agreement.

     

    (b).
      Except as hereinafter provided, either the Company or Executive may terminate
      this Agreement at any time, with or without cause. Such termination shall be
      evidenced by delivery from the terminating party of a Notice of Termination
      (as
      defined below).

     

    3.
      POSITION AND DUTIES. During the Employment Period,
      Executive shall serve as President,
      and shall report solely and directly to the Board of Directors (“Board”) of the
      Company. Executive shall have those powers and duties normally associated with
      executives in entities comparable to the Company and such other powers and
      duties as may be prescribed by the Company; PROVIDED THAT, such other powers
      and
      duties are consistent with Executive's position as President of the Company.
      Executive covenants and agrees, at all times during his employment hereunder,
      to
      devote his full-time efforts, energies and skills to his duties as an Executive
      of the Company, to serve the Company diligently and to the best of Executive’s
      ability and at all times to act in compliance with the Company’s rules,
      regulations, policies and procedures as shall be in effect from time to time.
      Notwithstanding the foregoing, Executive may continue with his consulting
      services and other services to various broadcast companies, and semi-precious
      jewelry sales, including a radio station in the Bahamas, phone jewels, as well
      as continue to trade in passive investments so long as such services do not
      interfere or have any material effect on Executive fulfilling his duties with
      the Company. Executive further covenants and agrees that he will not, directly
      or indirectly, engage or participate in any activities at any time during such
      employment which conflict with the business of the Company.

     

    
      
        
        

      

      
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    Executive
      agrees that he will fulfill his duties at such locations as Executive believes
      is reasonably appropriate for the betterment of the Company and to appropriately
      fulfill his duties and obligations under this Agreement. 

     

    4.
      COMPENSATION AND RELATED MATTERS.

    


    (a)
      BASE
      SALARY AND BONUS. During the Employment Period, the Company shall pay Executive
      a base salary at the rate of not less than $200,000.00 per year ("Base Salary").
      Executive's Base Salary shall be paid in approximately equal installments in
      accordance with the Company's customary payroll practices. The Compensation
      Committee (the "Committee") of the Board of Directors of the Company (the
      "Board") shall review Executive's Base Salary for increase (but not decrease)
      no
      less frequently than annually and consistent with the compensation practices
      and
      guidelines of the Company. If Executive's Base Salary is increased by the
      Company, such increased Base Salary shall then constitute the Base Salary for
      all purposes of this Agreement. 

    


    (b)
      EXPENSES. The Company shall promptly reimburse Executive for all business
      expenses, including the reasonable expenses related to travel to and from
      Executive’s residence in Florida and the Company’s offices in Duluth, Georgia,
      upon the presentation of reasonably itemized statements of such expenses in
      accordance with the Company's policies and procedures now in force or as such
      policies and procedures may be modified with respect to all senior executive
      officers of the Company. The Company shall pay all travel and incidental travel
      expenses commensurate with the position of the Executive. During the term of
      the
      Agreement, Executive shall be entitled to, at the sole expense of the Company,
      non-dialup Internet access at the location designated by Executive, smart
      cellular phone capable of full access to the Company’s products and a lap top,
      tablet personal computer. Additionally, for purposes of performing those duties
      required by the Company of Executive in the Atlanta, Georgia area, the Company
      will reimburse Executive for rental costs of an apartment or condominium unit
      near the Company’s Duluth, Georgia offices, not to exceed $1,500.00 per month.


    


    (c)
      VACATION. Executive shall be entitled to twenty (20) days of paid vacation
      during each year of the Employment Period. In addition to vacation, Executive
      shall be entitled to the number of sick days per year to which other senior
      executive officers of the Company with similar tenure are entitled under the
      Company's policies, as detailed in the Employee Handbook. 

    


    (d)
      SERVICES FURNISHED. During the Employment Period, the Company shall furnish
      Executive, all appropriate office space, secretarial and all other support
      normally provided to and consistent with Executive’s position as President of
      the Company.

    


    (e)
      WELFARE, PENSION AND INCENTIVE BENEFIT PLANS AND PERQUISITES. During the
      Employment Period, Executive (and his spouse and dependents to the extent
      provided therein) shall be entitled to participate in and be covered under
      all
      the welfare benefit plans or programs maintained by the Company from time to
      time for the benefit of its senior executives including, without limitation,
      all
      medical, hospitalization, dental, disability, accidental death and dismemberment
      and travel accident insurance plans and programs, and in Executive’s case, at
      the sole cost and expense of the Company. The Company shall at all times provide
      to Executive (and his spouse and dependents, under the age of 22 years old,
      to
      the extent provided under the applicable plans or programs) (subject to
      modifications affecting all senior executive officers) the same type and levels
      of participation and benefits as are being provided to other senior executives
      (and their spouses and dependents to the extent provided under the applicable
      plans or programs) on the Commencement Date. In addition, during the Employment
      Period, Executive shall be eligible to participate in all pension, retirement,
      savings and other employee benefit plans and programs maintained from time
      to
      time by the Company for the benefit of its senior executives. 

    


    
      
        
        

      

      
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    (f)
      STOCK
      OPTIONS.

    


    (i)
      On
      the Commencement Date, the Company hereby grants to Executive stock options
      to
      acquire one million (1,000,000) shares of the Company's common stock, at an
      exercise price of $2.10 per share, (each, an "Option" and collectively the
      "Options") under such terms and conditions as provided for in clause (ii) below.
      

    


    (ii)
      The
      Options described in paragraph (i) above shall be subject to the following
      terms
      and conditions: 

     

    
      	
            	(A)	
              the Options shall be granted pursuant
                to this
                Agreement and the exercise price per share of each Option shall be
                market
                value on the Commencement Date of this
                Agreement;

            


    

    
      	
            	(B)	
              the
                Options shall be separated between Incentive Stock Options (“ISO”) and
                Nonqualified Stock Options (“NSO”), as shall be detailed by Executive to
                the Company within seven (7) days of the Commencement
                Date.

            


    

    
      	
            	(C)	
              the
                NSOs shall vest and be exercisable in the following percentages and
                at the
                following times: (1) fifty percent (50%) of the shares on the Commencement
                Date, and (2) fifty percent (50%) of the shares on the first anniversary
                of the Commencement Date; 

            


    

    
      	
            	(D)	
              the
                ISOs shall vest and be exercisable in the following percentages and
                at the
                following times: (1) ten percent (10%) of the shares on the Commencement
                Date, and (2) ten percent (10%) on each annual anniversary of the
                Commencement Date for the succeeding nine (9)
                years.

            


    

    
      	
            	(E)	
              the
                Options shall be issued on the execution of this Agreement and be
                non-revocable by the Company or the Board of Directors or any third
                party;
                

            


    

    
      	
            	(F)	
              each
                Option shall be exercisable for the ten (10) year period following
                the
                date of grant; 

            


    

    
      	
            	(G)	
              each
                Option grant shall become 100% vested, fully exercisable and issued
                cashless for the full amount per this Agreement and fully exercisable
                upon
                a Change in Control; and 

            


    

    
      	
            	(H)	
              each
                Option shall be evidenced by, and subject to, a stock option agreement
                whose terms and conditions are consistent with the terms
                hereof.

            


    

     

    (iii)
      “Change in Control” shall be defined as the acquisition of more than 50% of the
      shares or the assets of the Company by individuals or entities not shareholders
      at the Commencement Date.

    


    5.
      IMPACT
      OF TERMINATION. 

     

    (a)
Executive's
      employment hereunder may be terminated during the Employment Period, either
      by
      Executive or the Company, with or without cause. Nevertheless, if the Company
      terminates Executive’s employment for “Cause” as defined below, other than b(i),
      or if Executive resigns his employment with the Company prior to the end of
      the
      Employment Period without providing the requisite advance Notice of Termination
      as defined in section 6 below, Executive forfeits those options that have not
      vested as of the date of termination or resignation. On the other hand, if
      the
      Company terminates Executive without “Cause” as defined below or if Executive
      resigns with the requisite advance Notice of Termination as defined in section
      6
      below or Executive is terminated for “Cause” based upon b(i), a pro
      rata
      portion
      of Executive’s unvested shares will vest immediately upon the termination
      without Cause or resignation with the requisite advance Notice of Termination
      or
      under b(i). For example, if Company terminates Executive’s employment without
      Cause halfway through his first year of employment 25% of his NSOs, or one-half
      of the remaining unvested NSO shares, will automatically vest at the time of
      termination and 5% of his unvested ISO shares will vest.


    
      
        
        

      

      
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    (b)
      “Cause”
      -
      For
      purposes of this Agreement, “Cause”
shall
      mean, without limitation: (i) the inability of Executive, through sickness
      or
      other incapacity, to perform the essential functions of his position for a
      period in excess of ninety (90) substantially consecutive days or upon
      Executive’s death (but Executive shall remain eligible for any death or
      disability policies, if any, which the Employer maintains for Executive); (ii)
      the commission of a felony or a crime involving moral turpitude or the
      commission of any other act or omission involving dishonesty or fraud;
      (iii) substantial and repeated failure to perform duties of the office held
      by Executive as reasonably directed by the Board after written notice of each
      failure with the appropriate action Executive should take to cure such failure
      and Executive’s failure to take such action; (iv) gross negligence or willful
      misconduct with respect to the Company; (v) a material breach of this Agreement,
      including the attached Confidentiality, Non-Compete or Non-Solicitation
      Agreement, which is expressly incorporated into this Agreement and Executive’s
      failure to cure such material breach after written notice and direction on
      the
      appropriate action Executive should take to cure the material default; (vi)
      the
      failure of Executive for any reason, within ten (10) days after receipt by
      Executive of written notice thereof from the Company, to correct, cease or
      otherwise alter any failure to comply with instructions or other action or
      omission which the Board reasonably believes does or may materially or adversely
      affect its business or operations; (vii) misconduct by Executive which is of
      such a serious or substantial nature that a reasonable likelihood exists that
      such misconduct will materially injure the reputation of the Company if
      Executive were to remain employed by the Company; and (viii) harassing or
      discriminating against the Company’s employees, customers or vendors in
      violation of the Company’s policies.

     

    6.
      NOTICE
      OF TERMINATION. Any termination of Executive's employment by the Company or
      by
      Executive during the Employment Period shall be communicated by written “Notice
      of Termination” to the other party hereto in accordance with Section 12. For
      other than a “Cause” termination (a “Cause” termination may be effected
      immediately, without advance notice, unless Paragraph 5(b) requires notice
      for a
“Cause” to properly exist), the Company shall provide Executive with Notice of
      Termination thirty (30) days in advance of the termination date. In the event
      of
      a termination for reasons other than cause, Executive shall receive all
      compensation and benefits for the remainder of the Employment Period as if
      no
      such notice of termination had occurred. Similarly, Executive must provide
      the
      Company with Notice of Termination thirty (30) days prior to his resignation.
      For purposes of this Agreement, a "Notice of Termination" shall mean a notice
      which shall set forth in reasonable detail the facts and circumstances claimed
      to provide a basis for termination of Executive's employment under the provision
      so indicated.

    


    
      
        
        

      

      
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    7.
      RESTRICTIVE COVENANTS.

     

    Executive
      agrees that as a condition of his employment under this Agreement, Executive
      will execute and abide by the Confidentiality, Non-Compete, Non-Solicitation
      Agreement, which is attached to this Agreement and is expressly incorporated
      herein.

     

    8.
      INDEMNIFICATION. 

     

    The
      Company agrees that if Executive is made a party or a threatened to be made
      a
      party to any action, suit or proceeding, whether civil, criminal, administrative
      or investigative (a "Proceeding"), by reason of the fact that Executive is
      or
      was a trustee, director or officer of the Company or any subsidiary of the
      Company or is or was serving at the request of the Company or any subsidiary
      as
      a trustee, director, officer, member, employee or agent of another corporation
      or a partnership, joint venture, trust or other enterprise, including, without
      limitation, service with respect to employee benefit plans, whether or not
      the
      basis of such Proceeding is alleged action in an official capacity as a trustee,
      director, officer, member, employee or agent while serving as a trustee,
      director, officer, member, employee or agent, Executive shall be indemnified
      and
      held harmless by the Company to the fullest extent authorized by Delaware law,
      as the same exists or may hereafter be amended, against all Expenses incurred
      or
      suffered by Executive in connection therewith, and such indemnification shall
      continue as to Executive even if Executive has ceased to be an officer,
      director, trustee or agent, or is no longer employed by the Company and shall
      inure to the benefit of his heirs, executors and administrators. As used in
      this
      Agreement, the term "Expenses" shall include, without limitation, damages,
      losses, judgments, liabilities, fines, penalties, excise taxes, settlements,
      and
      costs, attorneys' fees, accountants' fees, and disbursements and costs of
      attachment or similar bonds, investigations, and any expenses of establishing
      a
      right to indemnification under this Agreement.

    


    9.
      GOVERNING
      LAW.

     

    The
      construction and interpretation of this Agreement shall at all times and in
      all
      respects be governed by the laws of the State of Florida without regard to
      its
      rules of conflicts of laws. Any claim, complaint, or action brought under this
      Agreement shall be brought in a court of competent jurisdiction in the State
      of
      Florida, whose courts shall have exclusive
      jurisdiction over claims, complaints, or actions brought under this Agreement,
      and the Company and Executive hereby agree and submit to the personal
      jurisdiction and venue thereof.

     

    10.
       WAIVER
      OF
      JURY TRIAL. 

     

    EACH
      PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
      ANY RIGHT IT OR HE MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY SUIT, ACTION
      OR
      PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH
      THIS AGREEMENT.

     

    
      
        
        

      

      
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    11.
      SUCCESSORS; BINDING AGREEMENT.

    


    (a)
      COMPANY'S SUCCESSORS. No rights or obligations of the Company under this
      Agreement may be assigned or transferred except that the Company will require
      any successor (whether direct or indirect, by purchase, merger, consolidation
      or
      otherwise) to all or substantially all of the business and/or assets of the
      Company to expressly assume and agree to perform this Agreement in the same
      manner and to the same extent that the Company would be required to perform
      it
      if no such succession had taken place. As used in this Agreement, "Company"
      shall mean the Company as herein before defined and any successor to its
      business and/or assets (by merger, purchase or otherwise) which executes and
      delivers the agreement provided for in this Section 11 or which otherwise
      becomes bound by all the terms and provisions of this Agreement by operation
      of
      law.

    


    (b)
      EXECUTIVE'S SUCCESSORS. No rights or obligations of Executive under this
      Agreement may be assigned or transferred by Executive other than his rights
      to
      payments or benefits hereunder, which may be transferred only by will or the
      laws of descent and distribution. Upon Executive's death, this Agreement and
      all
      rights of Executive hereunder shall inure to the benefit of and be enforceable
      by Executive's beneficiary or beneficiaries, personal or legal representatives,
      or estate, to the extent any such person succeeds to Executive's interests
      under
      this Agreement. Executive shall be entitled to select and change a beneficiary
      or beneficiaries to receive any benefit or compensation payable hereunder
      following Executive's death by giving the Company written notice thereof. In
      the
      event of Executive's death or a judicial determination of his incompetence,
      reference in this Agreement to Executive shall be deemed, where appropriate,
      to
      refer to his beneficiary (ies), estate or other legal representative(s). If
      Executive should die following his date of termination while any amounts would
      still be payable to him hereunder if he had continued to live, all such amounts
      unless otherwise provided herein shall be paid in accordance with the terms
      of
      this Agreement to such person or persons so appointed in writing by Executive,
      or otherwise to his legal representatives or estate.

    


    12.
      NOTICE. For the purposes of this Agreement, notices, demands and all other
      communications provided for in this Agreement shall be in writing and shall
      be
      deemed to have been duly given when delivered either personally or by United
      States certified or registered mail, return receipt requested, postage prepaid,
      addressed as follows:

    


    If
      to
      Executive:

    


    David
      Ross

    740
      West
      Palm Ave.

    Boca
      Raton, Florida 33432

    


    If
      to the
      Company:

    


    SmartVideo
      Technologies, Inc.

    3505
      Koger Blvd, Ste. 400

    Duluth,
      GA. 30096

                
        Attention:
      Chairman of the Board

    


    or
      to
      such other address as any party may have furnished to the others in writing
      in
      accordance herewith, except that notices of change of address shall be effective
      only upon receipt.

    


    
      
        
        

      

      
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    13.
      MISCELLANEOUS. No provisions of this Agreement may be amended, modified, or
      waived unless such amendment or modification is agreed to in writing signed
      by
      Executive and by a duly authorized officer of the Company, and such waiver
      is
      set forth in writing and signed by the party to be charged. No waiver by either
      party hereto at any time of any breach by the other party hereto of any
      condition or provision of this Agreement to be performed by such other party
      shall be deemed a waiver of similar or dissimilar provisions or conditions
      at
      the same or at any prior or subsequent time. No agreements or representations,
      oral or otherwise, express or implied, with respect to the subject matter hereof
      have been made by either party which are not set forth expressly in this
      Agreement. The respective rights and obligations of the parties hereunder of
      this Agreement shall survive Executive's termination of employment and the
      termination of this Agreement to the extent necessary for the intended
      preservation of such rights and obligations. 

    


    14.
      VALIDITY. The invalidity or unenforceability of any provision or provisions
      of
      this Agreement shall not affect the validity or enforceability of any other
      provision of this Agreement, which shall remain in full force and
      effect.

    


    15.
      COUNTERPARTS. This Agreement may be executed in one or more counterparts, each
      of which shall be deemed to be an original but all of which together will
      constitute one and the same instrument.

    


    16.
      ENTIRE AGREEMENT. Except as other provided herein, this Agreement sets forth
      the
      entire agreement of the parties hereto in respect of the subject matter
      contained herein and supersede all prior agreements, promises, covenants,
      arrangements, communications, representations or warranties, whether oral or
      written, by any officer, employee or representative of any party hereto in
      respect of such subject matter. Except as other provided herein, any prior
      agreement of the parties hereto in respect of the subject matter contained
      herein is hereby terminated and cancelled.

    


    17.
      WITHHOLDING. All payments hereunder shall be subject to any required withholding
      of Federal, state and local taxes pursuant to any applicable law or
      regulation.

    


    18.
      NONCONTRAVENTION. The Company represents that the Company is not prevented
      from entering into, or performing this Agreement by the terms of any law, order,
      rule or regulation, its by-laws or declaration of trust, or any agreement to
      which it is a party, other than which would not have a material adverse effect
      on the Company's ability to enter into or perform this Agreement.

    


    
      
        
        

      

      
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    19.
      SECTION HEADINGS. The section headings in this Agreement are for convenience
      of
      reference only, and they form no part of this Agreement and shall not affect
      its
      interpretation.

    


    20.
      SEVERABILITY. The invalidity of any one or more of the words, phrases,
      sentences, clauses or sections contained in this Agreement shall not affect
      the
      enforceability of the remaining portions of this Agreement or any part thereof,
      all of which are inserted conditionally on their being valid in law, and, in
      the
      event that any one or more of the words, phrases, sentences, clauses or sections
      contained in this Agreement shall be declared invalid, this Agreement shall
      be
      construed as if such invalid word or words, phrase or phrases, sentence or
      sentences, clause or clauses, or section or sections had not been inserted.
      If
      such invalidity is caused by duration, geographic scope or both, the otherwise
      invalid provision will be considered to be reduced to a period or area which
      would cure such invalidity.

    


    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, the parties hereto have executed this Agreement on
      the
      date first above written.

     

    
      	SmartVideo Technologies, Inc.	 	 	Executive 
	 	 	 	 
	 	 	 	 
	/s/ Richard
              E. Bennett, Jr. 	 	 	/s/ David
              R.
              Ross
	
              

            	 	 	
              

            
	Title:
              Chief
              Executive Officer	 	 	 


    

     

    
      
        
        

      

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