**EXHIBIT
10.12**
 **SERVICES
AGREEMENT**
 
 THIS
SERVICES AGREEMENT, dated as of this 1st day of September, 2002 ("Agreement") is
entered into by and between Business Ventures, Inc, a Georgia corporation ("BV")
and OVT, Inc. a Georgia corporation ("OVT”).
 
 In
consideration of the mutual promises set forth below and other good and valuable
consideration, the value and sufficiency of which are hereby acknowledged, the
parties hereby agree as follows:
 
 1. SERVICES
 
 1.1 SCOPE
OF SERVICES. Throughout the “Term" of this Agreement, BV agrees to provide OVT
with the specific services that are described below (the "Services"). The scope
of the Services provided by BV to OVT hereunder may be modified from time to
time upon the mutual agreement of the parties.
 
 A.
    Facilities
      for OVT to conduct its business. Facilities include office space, lab
      space, conference rooms, storage space, and shared common
      space. B.
    Utilities
      to support facilities, including: power, heat, cooling, waste disposal,
      etc. C.
    Local
      telephone service, including up to 12 DID line. (Long distance will be
      purchased separately by OVT) D.
    Human
      Resource services, including: employee administration, recruiting,
      benefits administration (Total cost for personnel will be pro-rated, based
      on share of employees served). E.
    Payroll
      services, including: calculation of periodic payroll, issuance of employee
      checks, all federal, state, local reporting and withholdings, payment of
      all federal, state, local taxes F.
    All
      OVT employees shall also be employees of BV. OVT shall be responsible for
      day-to-day direction of all employees; however, BV shall be the employer
      of record with all federal, state, and local
  authorities. G.
    Provide
      OVT employees with full medical insurance and other benefits mutually
      agreed. 
 1.2
STANDARD OF CARE. BV shall use commercially reasonable efforts to provide
Services to OVT hereunder in accordance with the highest industry standards.
Furthermore, BV shall provide Services to OVT in a manner that is no less
favorable in terms of priority, availability of services and standard of care,
than similar services provided by BV to any of its other customers.
  1.3
COMPLIANCE WITH LAWS AND REGULATIONS. BV agrees that it shall perform the
Services as well as all of its other obligations under this Agreement in
compliance with all applicable federal, state and local laws, regulations,
ordinances and codes.
 
 3. SERVICE FEES
AND CHARGES
 
 3.1
SERVICE FEES.
 
 (a)
    The
      initial monthly service fee shall be $8000, which covers the initial
      employees (4). (b)
    For
      each employee added above the initial number of employees, the fee shall
      increase $300. 
 3.2
FLOW-THRU FEES. The flow-thru fees (employer’s portion of withholding, Social
security, insurance, etc) shall be payable to BV on the date the liability is
created.
  3.3
PAYMENT. The Service fees shall be invoiced monthly. OVT shall pay the net
amount of each invoice received from BV hereunder within five (5) days following
its receipt thereof.
  
  4. TERM AND
TERMINATION.
 
 4.1 TERM.
This Agreement shall become effective as of the date first written above
("Effective Date") and shall continue for a period of three (3) years
thereafter. ("Term") unless terminated earlier as provided below in Sections 4.2
or 4.3 below. Each consecutive twelve (12) month period shall be referred to
herein as a "Contract Year". The Term of the Agreement may be extended upon the
mutual written agreement of the parties.
  4.2
Termination for Cause. Notwithstanding the term of this Agreement as provided in
Section 4.1 above, this Agreement may be terminated at any time by either party
upon the following terms and conditions:
 
 (a) If
either party breaches any material provision of this Agreement, and such breach
is not cured within thirty (30) days following the breaching party's receipt of
written notice of such breach from the non-breaching party, or if such breach
cannot be cured within such thirty (30) day period, then the non-breaching party
may terminate this Agreement. The termination right provided in this Section
4.2(A) is not exclusive of any remedies to which either party may otherwise be
entitled in law or in equity in the event of a breach of this
Agreement:
  (b) If
either party (i) ceases generally to pay its debts as they become due; or (ii)
becomes the subject of a bankruptcy proceeding, whether voluntarily or
involuntarily, and such proceeding is not dismissed or vacated within thirty
(30) days after filing, then the other party shall have the right to immediately
terminate this Agreement by written notice to the insolvent or bankrupt
party.
 
 5.JOINTLY DRAFTED. This
Agreement represents the joint drafting efforts of the parties and shall not be
construed more strictly against one party than the other.
 
 
 IN
WITNESS WHEREOF, the parties have caused this Agreement to be executed by their
respective duly authorized representatives as of the Effective
Date.
  ****ProNetworkTV,
      Inc.****By:
    /s/ Ruth A. KingName: Ruth
      A. KingTitle: President
      and CEO  **OVT,
      INC.**By:
    /s/ Richard
      E. BennettName: Richard
      E. BennettTitle: President