EXHIBIT
4.7




SMARTVIDEO
TECHNOLOGIES, INC.

1650
Oakbrook Drive, Suite 405

Norcross,
Georgia 30093

 

March 29,
2005

 

Forte
Capital Partners, LLC

Attn:
Daniel McKelvey, Managing Member 

201
Mission Street

Suite
1930

San
Francisco, California 94105

 

Re:    Amendment
No. 1 to Securities Purchase Agreement 

 

Dear Mr.
McKelvey:

 

This
letter serves as Amendment No. 1 (the “Amendment”), to the extent set forth
below to that certain Securities Purchase Agreement (the “Purchase Agreement”),
dated as of March 29, 2005, by and between Forte Capital Partners, LLC (“Forte”)
and SmartVideo Technologies, Inc., a Delaware corporation (the
“Company”).




In
connection with the closing (the “Closing”) of the transactions related to the
Purchase Agreement, Forte purchased securities of the Company consisting of: (i)
506,667 shares (the “Shares”) of the common stock, par value $0.01 per share
(the “Common Stock”) at a purchase price of $2.25 per Share or an aggregate of
$1,140,000, and (ii) warrants (the “Warrants”) to purchase up to an additional
253,334 shares of Common Stock with an exercise price of $3.50 per
share.




Further,
the Company acknowledges receipt of $400,000 (“First Payment”) in connection
with the Closing of the Purchase Agreement and subject to the terms and
conditions of this Amendment, the Company and Forte hereby agree that the
Company will provide Forte written notice that the SEC has approved the
Registration (in accordance to the Registration Rights Agreement) to go
effective (“Notice”) and Forte shall be unconditionally obligated to fund the
balance of $740,000 (“Second Payment”) within the 3-Business Days from Notice
(“3-Business Day Period”).




Forte
shall be required to pay the entire Second Payment in whole, and not in part, by
wire transfer of immediately available funds in accordance with the Company’s
written wire instructions. In the event that Forte shall not pay the Second
Payment in full within the 3-Business Day Period, (i) the Company shall have the
right, to remove or withdraw the Second Payment Shares and Warrants from such
Registration Statement (whether before or after the effectiveness of such a
Registration Statement, in the sole and absolute discretion of the Company),
(ii) the Company shall have the right to cancel the Second Payment Shares and
Warrants committed to at the Closing (whether before or after the effectiveness
of such a Registration Statement, in the sole and absolute discretion of the
Company).




Notwithstanding
anything to the contrary herein, including the failure of the Company to file or
have declared effective a Registration Statement, Forte shall be obligated to
pay the Second Payment to the Company on or before November 1,
2005.

 




















Forte
shall have no right as a holder of any of the Second Payment Shares or Warrants
and such Second Payment Shares and Warrants shall not be deemed issued or
outstanding until such time that Forte shall make payment in full for Second
Payment in accordance with the terms and conditions of this
Amendment.




All other
terms and conditions of the Purchase Agreement, as amended to date, not
otherwise inconsistent with this Amendment, shall be incorporated herein by this
reference.




If the
foregoing is agreeable to you, please acknowledge your agreement by executing
your signature below.

 


	 	 	 
	 	
      Very
      truly yours,

       

      (“Company”)

      SMARTVIDEO
      TECHNOLOGIES, INC.

	 
 	 
 	 
 
		By:  	/s/ Richard E. Bennett,
      Jr.
	 	
      

      Richard E. Bennett, Jr.
	 	Chief Executive
  Officer



 

 

Acknowledged
and agreed to

as of the
date first set forth above:




(“Forte”)

FORTE
CAPITAL PARTNERS, LLC

 

_/s/
Daniel McKelvey   

By:
Daniel McKelvey 

Its:
Managing Member