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Exhibit 10.3

                                                                December 2, 2002

William R. Dunavant
2461 Provence Circle
Weston, FL  33327

RE:  Revised Employment Agreement
        (Supercedes all prior Agreements, verbal and written)

Dear Roger:

     This letter is written to confirm the offer of OVT, Inc. ("OVT") to employ
you as Director of New Business Development. You have agreed to begin employment
on October 1, 2002 (the "Start Date"). We are excited about working with you and
believe that you will make significant contributions to OVT. This letter
supersedes and replaces any other offer, arrangement, or understanding in its
entirety. The terms of your position with OVT are as follows:

     Cash Compensation. Your initial base salary for this position will be
$75,000 per year (the "Base Salary"), which shall commence upon the closing of
OVT's next anticipated equity financing which results, at a minimum, of proceeds
of $100,000. You will be paid in accordance with OVT's normal payroll practices
as in effect from time to time, and shall be subject to such withholdings and
deductions as are required by law and by policies of OVT from time to time in
effect. Your compensation will periodically be reviewed in accordance with the
policies of the Compensation committee of the Board of Directors.

     Equity Based Compensation. You will receive a restricted stock award for
4,000,000 shares of common stock of OVT. You will forfeit all 4,000,000 shares
of this restricted stock award if your employment with the Company ceases on or
before the six-month anniversary of the Start Date.

     Benefits and Perquisites. In addition to your Base Salary and restricted
stock award, you will be eligible to participate in all of OVT's benefit plans
if and when adopted. Benefits are anticipated to include: health/dental/life
insurance; and participation in OVT's 401(k) plan.

     Relocation. OVT will reimburse up to $25,000 of reasonable documented out
of pocket relocation expenses incurred in your move from S. Florida to the
Atlanta, Georgia area ("Relocation Expenses"). The first date in which you begin
to incur relocation expenses shall be a date in the future mutually agreeable by
OVT and you (the "Move Date"). Relocation Expenses may include, but are not
limited to, all real estate fees associated with the sale of your family home in
Weston, Florida, moving expenses related to the moving of you and your family to
the Atlanta area, fees associated with your purchase of a home in Atlanta,
including loan origination fees, appraisal fees, credit report fees, title
insurance fees, home inspection fees, survey fees, recording fees, underwriting
fees and closing costs, the cost of two (2) trips to the Atlanta area for the
purpose of finding housing, including airfare for adults, car rentals, and hotel
accommodations, and the actual costs of temporary housing in the Atlanta area
for you and your immediate family for up to one (1) month after the Move Date.

     Automobile Allowance. OVT will provide you with a lease payment allowance
of up to $650 per month. Additionally, OVT will reimburse you for all
operational expenses related to the leased automobile, including but not limited
to fuel, insurance, and maintenance expenses. The Automobile Allowance for any
month shall be payable only if OVT is profitable for such month, on a pre-tax
basis, after giving effect to the payment of the automobile allowance and the
payment of all other bonus and compensatory arrangements of OVT. Profit shall be
determined in accordance with generally accepted accounting principles,
consistently applied. No Automobile Allowance shall accrue or be due in any
month that OVT has no profit.

     Expenses. OVT shall reimburse you for all reasonable expenses you incur in
furtherance of, or in connection with, the business of OVT, 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 OVT in effect from time to time.

     Termination of Employment. Except as provided in the next sentence, OVT
shall have no obligation to pay any remuneration to you after termination of
employment for any reason, except for Base Salary accrued prior to the date of
termination of employment, any bonus earned under any bonus plan established by
the Board of Directors after the Start Date, and any expense reimbursements
incurred prior to date of termination of employment which are payable in
accordance with OVT's policies then in effect. The preceding sentence
notwithstanding, if your employment is terminated by OVT for a reason other than
death, disability, or cause, and other than mutual consent, then OVT shall pay
you, in equal monthly installments (or as a lump sum based upon the present
value of the future payments using the Corporation's incremental borrowing
rate), the monthly Base Salary in effect at the effective date of such
termination of employment for a period of 6 months following such termination.
Following a termination of employment for any reason, you agree to cooperate
with OVT in all matters relating to the winding up of your pending work on
behalf of OVT, including, but not limited to, any litigation in which OVT is
involved, and the orderly transfer of any such pending work to other employees
of OVT as may be designated by the OVT. OVT agrees to reimburse you for any
reasonable pre-approved out-of-pocket expenses you incur in providing such
cooperation, subject to reasonable documentation. OVT agrees to pay you a pro
rata portion of the Base Salary for such time, unless OVT is paying your Base
Salary at the time.

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

     It is OVT's policy not to infringe upon the proprietary information,  trade
secrets, or confidential information of third parties. In addition, it is OVT's
policy not to interfere with third parties' contractual or business relations.
Therefore, we ask that you confirm the following, by countersigning below:

     (a)  Prior to the Start Date, you were an employee of Seamless Technology,
          Inc. ("Seamless").

     (b)  You resigned as an employee of Seamless on September 15, 2002.

     (c)  You are not a party to any oral or written agreement with Seamless,
          nor subject to any judgment, decree, or order of any court or
          administrative agency, which restricts or purports to restrict your
          ability to (v) accept the offer of employment by OVT, (w) perform the
          duties of employment with OVT, (x) call upon or solicit any person for
          the products and services of OVT, (y) contact, call upon, or solicit
          any  person  to be an  employee of OVT, and (z) promote the best
          interests of OVT.

     (d)  At the time you resigned as an employee of Seamless, you did not have
          in your possession and did not take or retain originals or copies of
          any contracts, agreements, financial books, records, client lists,
          memoranda, data, reports, programs, software, tapes, rolodexes,
          telephone and address books, letters, research, programming, or any
          other instruments, records, or documents belonging to Seamless or any
          proprietary information belonging to Seamless, tangible or intangible,
          including but not limited to any trade secrets or confidential
          information.

     (e)  No third party (including Seamless) has claimed, has reason to claim,
          or has requested information from you which suggests that you (i) may
          have violated or may be violating any of the terms or conditions of
          any employment, non-competition, or non-disclosure agreement to which
          you are or were a party or by which you are bound; (ii) disclosed or
          may be disclosing, or utilized or may be utilizing, any trade secret
          or proprietary  information or documentation of such third party; or
          (iii) interfered or may be interfering in the employment  relationship
          between such third party and any of present or former employee of such
          person.

     (f)  You have no present intention of employing any trade secret or any
          information or documentation proprietary to Seamless.

     (g)  None of the execution, delivery, or performance of this Offer Letter
          will conflict with or result in a breach of the terms, conditions, or
          provisions of or constitute a default under any contract, covenant, or
          instrument under which you are obligated.

     You acknowledge that OVT is relying on your confirmation of the foregoing
in offering you the position described in this letter.

     Prior to the Start Date, you will sign an employee agreement in the form of
Exhibit A hereto.

     If you have any questions concerning this offer, please do not hesitate to
contact me.

     Sincerely,

     Richard E. Bennett, Jr., President of OVT, Inc.

     Accepted and agreed to this 25 day of November 2002.

     William R. Dunavant
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