**Exhibit
10.3**
 **[SmartVideo
Technologies, Inc. Letterhead]**
 
 **Date:**
    December
      9, 2003**To:**
    Ronald
      Warren4655
      Gran River GlenDuluth,
      GA 30096Tel:
      770-300-9311Mobile:
      678-516-5910ronwarren@bellsouth.net**Subject:**
    Employment
      Proposal
 
 This
letter will confirm your desire for employment with OVT, Inc. (Company) and
define your terms and conditions of employment.
 
 1.
    Your
      job title will be Marketing Communications Manager, which may be changed
      at some future point to more accurately reflect your
    duties.  2.
    You
      will report directly to Roger Dunavant, or
designee.  3.
    You
      will be expected to perform the duties and responsibilities of your job in
      a professional manner consistent with your job to ensure the successful
      operation and profitability of the Company.  4.
    Your
      semi-monthly base salary will be $2,770.0, which if annualized will equal
      $72,020. Any future increases will be made annually and will be based upon
      your performance and Company policy.  5.
    You
      will be eligible to receive performance bonuses. Your performance bonuses
      shall be in accordance with OVT Inc’s policy, which is in development.   6.
    You
      will be issued stock options in the amount of 25,000 shares of SmartVideo
      Technologies, Inc. Common Stock, which is subject to the terms and
      conditions of the Employee Stock Option Agreement. (Employee Stock Option
      Plan and Agreement are currently being developed and will be issued no
      later than Jan 1, 2004. Provided you are an employee of OVT, Inc, and in
      the event that there is a liquidation event prior to issuance of the
      Employee Stock Option Plan, you will be granted said 25,000 shares of
      common stock, at a date prior to any effective date of any liquidation
      event.)  7.
    Company’s
      payroll is issued on the 10thand the 25thof
      each month, for the previous half-month period.  8.
    You
      will be eligible for participation in all benefit plans generally
      available to Company employees. This includes health plan, dental, life,
      vision, and disability. Your eligibility for all benefits will be the
      first of the month following ninety-day (90) days of employment. Detailed
      summary of benefits will be provided separately.  9.
    You
      will accrue vacation at the rate of one day of vacation for each month of
      employment in 2003 and thereafter in accordance with the established
      vacation policy.  10.
    Your
      start date will be December 9, 2003, or sooner.  11.
    For
      every new employee, there will be a ninety-day introductory period of
      employment. This is a trial period for both you and the Company. During
      this time, you will be able to learn about the Company, your job, and your
      new surroundings and the Company will be able to evaluate your
      performance.  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.
 
 
 Please
indicate that these conditions are acceptable by signing and dating
below:
  
 Signature
_________________________________  Date
_____________
 
 
 Also,
please indicate your acceptance of the attached Employment Agreement by signing
where indicated. Please return the original of each document to me and I will
provide you a signed copy.
 
 
 OVT, Inc.
is very pleased to extend this offer of employment and we look forward to a
mutually beneficial relationship.
 
 
 Sincerely,
 
 /s/
Richard E. Bennett
  Richard
E. Bennett, President
  
  **EMPLOYMENT
AGREEMENT**
 
 THIS
EMPLOYMENT AGREEMENT ("Agreement") is entered into effective as of the 9 day of
December 2003 (“Effective Date”), by and between OVT, Inc. (“Company”), a
Georgia corporation, and Ronald Warren ("Employee"), an individual. For and in
consideration of the mutual covenants described below, the parties agree as
follows:
 
 1. Employment.
Company agrees to employ or continue to employ Employee, and Employee agrees to
accept and continue such employment, upon the following terms and conditions.
  2. Duties.
Employee shall assume the responsibilities and perform the duties specified in
Exhibit A ("Duties"). Employee agrees to devote his or her full time and energy
to the furtherance of the business of Company and shall not during the term
hereof work or perform services in any advisory or other capacity for any
individual, firm, company, or corporation other than for Company without
Company's prior written consent. This Agreement may be supplemented from time to
time by rules and regulations of employment issued by Company, including,
without limitation, such rules and regulations described in the Company employee
handbook, and Employee agrees to adhere to these rules and
regulations.
  3. Term and
Termination. This Agreement shall be effective upon execution by the parties and
shall remain in full force and effect for an indefinite period of time. The
parties agree that employment hereunder is “at will” and Employee's term of
employment may be terminated at any time, for any reason or for no reason, for
cause or not for cause, with or without notice, by Company or Employee. Upon
termination of employment for any reason, Employee shall return immediately to
Company all documents, property, and other records of Company, and all copies
thereof, and all Work Product (as defined below) within Employee's possession,
custody or control, including but not limited to any materials containing any
Trade Secrets or Confidential Information (as defined below) or any portion
thereof.
  4. Ownership.
  (a)  For
purposes of this Agreement, "Work Product" shall mean the data, materials,
documentation, computer programs, inventions (whether or not patentable), and
all works of authorship, including all worldwide rights therein under patent,
copyright, trade secret, confidential information, or other property right,
created or developed in whole or in part by Employee, whether prior to or after
the Effective Date, while retained or employed by Company (whether developed
during work hours or not). All Work Product shall be considered work made for
hire by the Employee and owned by Company. If any of the Work Product may not,
by operation of law or otherwise, be considered work made for hire by Employee
for Company, or if ownership of all right, title, and interest of the
intellectual property rights therein shall not otherwise vest exclusively in
Company, Employee hereby assigns to Company, and upon the future creation
thereof during his term of employment with the Company automatically assigns to
Company, without further consideration, the ownership of all Work Product.
Company shall have the right to obtain and hold in its own name copyrights,
patents, registrations, and any other protection available in the Work Product.
Employee agrees to perform, during or after Employee's employment, at the
Company’s expense, such further acts as may be necessary or desirable to
transfer, perfect, and defend Company's ownership of the Work Product that are
reasonably requested by Company.
  (b)  Furthermore,
at Company’s request Employee will furnish all information in his or her
possession pertaining to the Work Product that may be necessary or useful for
the preparation, filing, and prosecution of patent applications for the
protection of such Work Product. Company will upon receipt of the foregoing
information accept responsibility for preparation, filing, and prosecution of
patent application(s) in the United States Patent Office including the financial
responsibility associated therein. However, Company may in its sole discretion
elect not to prepare, file, and prosecute such patent applications.
  (c)  Employee
agrees that during the term of employment, any money or other remuneration
received by Employee for services rendered to a customer or potential customer
of Company shall be the property of Company.
 
 5. License.
To the extent any materials other than Work Product are contained in the
materials Employee delivers to Company or Company’s customers (“Licensed
Materials”), Employee grants to Company an irrevocable, nonexclusive, worldwide,
royalty-free license to: (i) use and distribute (internally or externally)
copies of, and prepare derivative works based upon, the Licensed Materials and
derivative works thereof, and (ii) authorize others to do any of the foregoing.
  6. Trade
Secrets and Confidential Information.
  (a)  Company
may disclose to Employee certain Trade Secrets and Confidential Information.
Employee acknowledges and agrees that the Trade Secrets and the Confidential
Information of Company are the sole and exclusive property of Company (or a
third party providing such information to Company) and that Company owns all
worldwide copyrights, trade secret rights, confidential and proprietary
information rights, and all other property rights therein.
  (b)  Employee
acknowledges and agrees that the disclosure of the Trade Secrets and the
Confidential Information of Company to Employee does not confer upon Employee
any license, interest or rights of any kind in or to the Trade Secrets or
Confidential Information.
  (c)  Employee
agrees to use the Trade Secrets and Confidential Information solely for the
benefit of Company. Except in the performance of services for Company, Employee
will hold in confidence and not use, reproduce, distribute, transmit, reverse
engineer, decompile, disassemble, or transfer, directly or indirectly, in any
form, by any means, or for any purpose, the Trade Secrets or the Confidential
Information of Company or any portion thereof communicated, discussed, delivered
or made available by Company to or received by Employee, whether orally or in
written form, without the prior written consent of Company. Employee shall
notify Company immediately upon discovery of any unauthorized use or disclosure
of the Trade Secrets and Confidential Information.
  
 (d)  Employee
acknowledges that its obligations under this Agreement with regard to the Trade
Secrets of Company remain in effect for as long as such information shall remain
a trade secret under applicable law. Employee acknowledges that its obligations
with regard to the Confidential Information of Company shall remain while
Employee is retained by Company to perform the Duties and for three (3) years
thereafter. The foregoing obligations shall not apply if and to the extent that:
(a) Employee establishes that the information communicated was already known to
Employee, without obligation to keep it confidential, at the time of its receipt
from Company; (b) Employee establishes that the information communicated was
received by Employee in good faith from a third party lawfully in possession
thereof and having no obligation to keep such information confidential; or (c)
Employee establishes that the information communicated was publicly known at the
time of its receipt by Employee or has become publicly known other than by a
breach of this Agreement or other action by Employee.
  (e)  As used
herein, "Trade Secrets" means information constituting a trade secret within the
meaning of Section 10-1-761(4) of the Georgia Trade Secrets Act of 1990,
including all amendments hereafter adopted. As used herein, "Confidential
Information" means information, other than Trade Secrets, that is of value to
its owner and is treated as confidential.
 
 7. Customer
Non-Solicitation. The relationships made or enhanced in the course of Employee’s
employment with the Company belong to Company. During the Limitation Period (as
hereinafter defined), Employee shall not contact, solicit or attempt to solicit,
on Employee’s own behalf or on behalf of any other person or entity, any
customer or prospective customer of Company with whom Employee had contact in
the two (2) years prior to the end of Employee’s employment with Company
(“Restrictive Period”) with a view to offering, providing, selling or licensing
during the Limitation Period any program, product or service that is competitive
with the Company’s business as defined in Exhibit B (“Company Business”). The
“Limitation Period” shall mean either (i) the two-year period immediately
following the termination of Employee’s employment with Company for cause (as
hereinafter defined) or (ii) the one-year period immediately following the
termination of Employee’s employment with Company other than for cause, as the
case may be. The term “cause” shall mean conduct involving one or more of the
following: (i) willful and substantial failure or neglect by employee, after
notice thereof, to follow the directions of the Board of Directors and such
failure is not cured within 15 days of such notice, (ii) disloyalty, gross
negligence, willful misconduct, dishonesty or breach of fiduciary duty to the
Company; (iii) the commission of an act of embezzlement or fraud; (iv) the
deliberate disregard of the rules or policies of the Company which results in
direct or indirect loss, damage or injury to the Company; (v) the unauthorized
disclosure of any trade secret or confidential information of the Company; or
(vi) the commission of an act which constitutes unfair competition with the
Company or which induces any customer or supplier to breach a contract with the
Company.
 
 8. Employee
Non-Solicitation. During the Limitation Period, Employee agrees not to call
upon, solicit, recruit, or assist others in calling upon, recruiting or
soliciting any person who is or was an employee of Company during the
Restrictive Period, for the purpose of having such person work in any other
corporation, association, entity, or business that is competitive with the
Company Business.
 
 9. NON-COMPETITION.
During the Limitation Period, Employee agrees that, without the prior written
consent of Company, Employee shall not directly or indirectly compete with the
Company Business in the territory described in Exhibit B (“Territory”), provided
that Company is still engaged in the Company Business. The parties agree and
acknowledge that: (i) the periods of restriction and Territory of restriction
contained in this Agreement are fair and reasonable in that they are reasonably
required for the protection of Company and that the Territory is the area in
which Employee shall perform (or currently performs) services for Company; and
(ii) by having access to information concerning employees and actual or
prospective customers of Company, Employee shall obtain a competitive advantage
as to such parties. If, however, for any reason any court determines that the
restrictions in Sections 6 through 9 are not reasonable or that consideration is
inadequate, then such restrictions shall be interpreted, modified or re-written
to include as much of the duration, scope and geographic area in this section as
will render such restrictions valid and enforceable.
 
 10. Warranties
of Employee.
  (a)  Employee
warrants to Company that (i) Employee is not presently under any contract or
agreement with any party that will prevent Employee from performing the Duties,
and (ii) Employee is not in breach of any agreement with respect to any trade
secrets or confidential information owned by any other party.
  (b)  Employee
agrees to indemnify and hold harmless Company, any affiliated corporation or
other entity, and their respective shareholders, directors, officers, agents,
and employees, from and against any and all liability, including payment of
attorneys' fees, arising directly or indirectly from a violation of Section
10(a).
 
 11. Equitable
Relief. The parties to this Agreement acknowledge that a breach by Employee of
any of the terms or conditions of this Agreement will result in irrevocable harm
to Company and that the remedies at law for such breach may not adequately
compensate Company for damages suffered. Accordingly, Employee agrees that in
the event of such breach, Company shall be entitled to injunctive relief or such
other equitable remedy as a court of competent jurisdiction may provide. Nothing
contained herein will be construed to limit Company's right to any remedies at
law, including the recovery of damages for breach of this
Agreement.
 
 12. Severability.
If any provision or part of any provision of this Agreement is held invalid or
unenforceable by a court of competent jurisdiction, such holding shall not
affect the enforceability of any other provisions or parts thereof, and all
other provisions and parts thereof shall continue in full force and
effect.
 
 13. Miscellaneous.
This Agreement shall not be amended or modified except by a writing executed by
both parties. This Agreement shall be binding upon and inure to the benefit of
Company and its successors and assigns. Due to the personal nature of this
Agreement, Employee shall not have the right to assign Employee's rights or
obligations under this Agreement without the prior written consent of Company.
This Agreement shall be governed by the laws of the State of Georgia without
regard to its rules governing conflicts of law. This Agreement and the attached
Exhibits represent the entire understanding of the parties concerning the
subject matter hereof and supersede and terminate all prior communications,
agreements and understandings, whether oral or written, relating to the subject
matter hereof. All communications required or otherwise provided under this
Agreement shall be in writing and shall be deemed given when delivered to the
address provided below such party's signature (as may be amended by notice from
time to time), by hand, by courier or express mail, or by registered or
certified United States mail, return receipt requested, postage prepaid. The
exhibits attached hereto are incorporated herein by this reference. Employee
acknowledges that Employee has not been represented by the Company’s attorney’s
in connection with this Agreement, and Employee has been advised to seek
separate legal counsel and representation in this matter.
  IN
WITNESS WHEREOF, the parties hereto have executed this Agreement and affixed
their hands and seals effective as of the date first above written.
  
 **Company:
      OVT, Inc.**
      
      
      
      
      By:Richard
      E. Bennett
      
      Title:
      President
      
      Date:
      ______________
    
    **Employee**:
      
      __________________________________
      Signature
      
      Name: __________________________________
      
      Date:
      ___________________________________
      
      Address:________________________________
      
      _______________________________________
      
      _______________________________________
 
   
   **EXHIBIT
A**
 **TO**
 **EMPLOYMENT
AGREEMENT**
 
 **Duties**
 
  **Position
Profile:**
   To assist
management with communications media, advertising materials, and investor
relation packages to effectively represent the company's products and services
to customers, prospects, and investors.
   **Direct
position responsibilities:**
  Deliver
the following services and programs in order to reach the goals and objectives
of the Comapny.
 
 -
    Strategic
      Planning -
    Communications
      Audit -
    Key
      Message Development -
    Investor
      Relations / Press Kit Development -
    Marketing
      and Sales Collateral Materials -
    Presentation
      Development and Training -
    Corporate
      Identity -
    Event
      Planning -
    General
      Counsel, Investor / Public Relations Coordination 
 
 
 
 **EXHIBIT
B**
 **TO**
 **EMPLOYMENT
AGREEMENT**
 
 **Company
Business**
 
 Description
of Business of the Company:
 
 OVT, Inc.
(dba: SmartVideo Technologies) is a Georgia based, Internet communications
company. OVT is a developer of communications software, hardware infrastructure,
and service provider. OVT markets its products and services to resellers, who
sell to end-users.
 
 
 Territory:
Worldwide