`Exhibit 10.2






                                                                December 2, 2002

Robert J. Walters
1650 Oakbrook Drive
Suite 450
Norcross, GA  30093

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

Dear Bob:

     This letter is written to confirm the offer of OVT, Inc. ("OVT") to employ
you as Chief Technology Officer. 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 of
1,500,000 shares of common stock.

     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.

     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 Sales Over Ride earned but not paid 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.

     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.



     Robert J. Walters`