EXHIBIT 10





**SUBLEASE
      AGREEMENT**





This
      SUBLEASE (“ Sublease ”)
      is
      made this 8 th day of
      April, 2005 between MICROSOFT BUSINESS SOLUTIONS CORPORATION, a Minnesota
      corporation (“ Sublandlord ”),
      and
      SMART VIDEO TECHNOLOGIES, INC, a Delaware corporation (“ Subtenant ”).





**RECITALS**





A.  Sublandlord
      is the tenant under that certain lease agreement dated April 2, 2000
      with
      Koger Equity, a Florida corporation as landlord (“ Landlord ”)
      (the
“ Master
      Lease ”),
      for
      space (the “ Master
      Space ”)
      located in the building (the “ Building ”)
      described below:




Name
                  of Building:
              Duluth
                  BuildingAddress:
              3505
                  Koger BoulevardCity,
                  State and Zip Code:
              Duluth,
                  Georgia 30096A
                  copy of the Master Lease is attached asExhibit
                  A.





B.  The
      Building, and the land on which the Building is located, and the common areas
      in
      the Building and on the land are referred to collectively as the Property (the
      “ Property ”).





**AGREEMENT**





In
      consideration of the covenants and promises contained in this Sublease, the
      parties agree as follows:





1.  Subleased
      Premises .
      Sublandlord agrees to sublease to Subtenant, and Subtenant agrees to sublease
      from Sublandlord, that portion of the Master Space shown in Exhibit
      B ,
      consisting of approximately 25,162 rentable square feet (the “ Premises ”).
      In
      addition to use of the Premises, Subtenant shall have the same rights of ingress
      and egress to the Premises, and any common areas and the benefit of any
      appurtenant easements and rights of way, all on such conditions and at such
      times as permitted by Landlord and granted under the Master Lease.





1.1  Roof
      Rights .
      Sublandlord hereby assigns to Subtenant all of the rights of Sublandlord under
      Section 28R of the Master Lease relating to the use, operation and
      maintenance of a satellite dish on the roof of the Building, and Subtenant
      hereby agrees to comply with all terms and conditions of such Section 28R.
      Sublandlord will not unreasonably withhold, delay, or condition its consent
      to
      Subtenant’s adding additional satellite dishes, provided that the consent of
      Landlord is obtained.





1.2  Parking .
      Subtenant shall have the right to use 128 (5.1 stalls per 1,000 rentable square
      feet) of the parking stalls allocated to Sublandlord under Section 28B
      of
      the Master Lease, on the terms and conditions set forth in such
      Section 28B.





1.3  Furnishings
      and Equipment .
      In
      addition to the sublease of the Premises under this Sublease and in further
      consideration thereof, Sublandlord agrees to permit Subtenant to use all of
      the
      existing furniture, fixtures and equipment owned or leased by Sublandlord and
      located in the Premises as of the date of this Sublease ,
      which furniture will be listed on Exhibit C attached
      (collectively, the “ Furniture ”)
      following completion of the inventory to be performed promptly after execution
      of this Sublease. The parties acknowledge that such furniture is leased by
      Sublandlord pursuant to a furniture lease (the “Furniture Lease”), and Subtenant
      agrees to comply with all terms and conditions of the Furniture Lease during
      the
      term thereof. Sublandlord agrees to work with Subtenant to allow Subtenant
      to
      enter into a new lease of such furniture upon the expiration of the term of
      the
      Furniture Lease.





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2.  Term .
      This
      Sublease shall commence on the last to occur of (a) full execution of
      this
      Sublease by the parties and execution of Landlord’s written consent to this
      Sublease (“ Commencement
      Date ”)
      and,
      subject to sooner termination in accordance with the terms of this Sublease,
      shall terminate on August 31, 2007 (the “ Term ”).
      If
      Landlord has failed to deliver its written consent to this Sublease,
      substantially in the form attached, by April 29, 2005, either party
      shall
      have the right to terminate this Sublease, by written notice delivered to the
      other party within ten (10) days of such date and prior to delivery of
      Landlord’s consent, in which event this Sublease shall be of no further force
      and effect. If Sublandlord shall be unable to deliver possession of the Premises
      on the Commencement Date for any reason whatsoever, Sublandlord shall not be
      subject to any liability for such failure to deliver possession. Under such
      circumstances Rent shall not commence unless and until full possession of the
      Premises (free of all occupancies) has been delivered and no such failure to
      give possession on the Commencement Date shall affect the validity of this
      Sublease or the obligation of Subtenant hereunder.





3.  Rent .
      Subtenant agrees to pay Sublandlord annual rent in the amount of Two Hundred
      Seventy-Six Thousand Seven Hundred Eighty-Two and No/100 Dollars ($276,782.00)
      ($11.00 per rentable square foot), payable in monthly installments of
      Twenty-Three Thousand Sixty-Five and 17/100 Dollars ($23,065.17) (“Monthly
      Rent”) in advance on the first day of each month without any prior demand and
      without any deduction or offset whatsoever.





3.1  Additional
      Rent .
      Any and
      all sums Subtenant is obligated to pay under the terms of this Sublease shall
      be
      construed as rent obligations in addition to the monthly rent set forth in
      this
      Sublease. In addition, such additional rent shall include a service charge
      of
      One Hundred Dollars ($100) for each of Subtenant's dishonored checks returned
      by
      the institution on which said checks are drawn. If, at any time during the
      term
      of this Sublease, Subtenant has tendered payment by check and Subtenant's bank
      has returned more than one such payment for any reason, including insufficient
      funds, Sublandlord may, at its option, require that all future payments be
      made
      by cashier's check.





4.  Security
      Deposit .
      Subtenant has deposited with Sublandlord the sum of Ninety-Two Thousand Two
      Hundred Sixty and 68/100 Dollars ($92,260.68), which shall be held by
      Sublandlord as a security deposit for Subtenant's performance of all of the
      terms, covenants and conditions of this Sublease (the “ Security
      Deposit ”).
      If
      Subtenant defaults under any provision of this Sublease, Sublandlord may (but
      shall not be required to) use, apply or retain all or any part of this Security
      Deposit for the payment of any amount Sublandlord may spend by reason of
      Subtenant's default or to compensate Sublandlord for any loss or damage
      Sublandlord may suffer because of Subtenant's default. If any portion of the
      Security Deposit is so used or applied, Subtenant shall, within ten (10) days
      after written demand, deposit cash with Sublandlord in an amount sufficient
      to
      restore the Security Deposit to its original amount. Sublandlord is not required
      to keep the Security Deposit separate from its general funds, and Subtenant
      is
      not entitled to interest on the Security Deposit. If Subtenant performs each
      of
      its obligations under this Sublease, the Security Deposit, or any balance
      thereof, shall be returned to Subtenant within sixty (60) days after the later
      of the expiration of the Sublease term or the date Subtenant vacates the
      Premises. If Subtenant does not default hereunder during the first
      twelve (12) months of the Term, Sublandlord shall apply a portion of
      the
      Security Deposit to the payment of the Monthly Rent for the thirteenth month
      of
      the Term. If Subtenant does not default hereunder during the first twenty-four
      (24) months of the Term, Sublandlord shall apply a portion of the Security
      Deposit to the payment of the Monthly Rent for the twenty-fifth month of the
      Term.





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5.  Alterations .
      Subtenant shall not make any improvements in or alterations or additions
      (collectively, “ Alterations ”)
      to the
      Premises without first obtaining Sublandlord's written consent. All Alterations
      shall be at the sole cost and expense of Subtenant and, except for Subtenant's
      trade fixtures, furniture and equipment, shall become the property of
      Sublandlord and shall remain in and be surrendered with the Premises at the
      termination of this Sublease (unless Subtenant has entered into a direct lease
      of the Premises with Landlord the term of which continues beyond the expiration
      of the Term (a “Direct Lease”). Any alteration approved in writing by
      Sublandlord shall not be subject to removal upon the termination of the Sublease
      unless such requirement is stated at the time approval is given by Sublandlord
      in writing. Should Sublandlord require in writing at time of approval, or should
      Subtenant make alterations without attaining Sublandlord’s required written
      consent, Sublandlord may elect to require Subtenant to remove from the Premises
      such Alterations upon the termination of the Sublease, and upon any such
      election Subtenant shall promptly do so and shall repair all damages occasioned
      by such removal and return the Premises to their original condition to
      Sublandlord's reasonable satisfaction, all at Subtenant's sole cost and
      expense.





All
      Alterations undertaken by Subtenant shall be performed by a contractor approved
      in advance by Sublandlord, according to plans approved in advance by
      Sublandlord. Subtenant shall cause all work to be done in a good and workmanlike
      manner using materials equal to or better than those used in the construction
      of
      the Premises and shall comply with or cause compliance with all laws and with
      any direction given by any public officer pursuant to law, including, without
      limitation, Title III of the Americans with Disabilities Act of 1990
      (“ ADA ”),
      as
      the same are in effect on the date hereof and may be hereafter modified, amended
      or supplemented. During construction, Subtenant or its general contractor shall
      procure and maintain in effect all insurance coverages required under the Master
      Lease and any additional insurance coverage required by Sublandlord at its
      sole
      discretion.





Notwithstanding
      the foregoing, Sublandlord agrees not to unreasonably withhold, condition or
      delay its consent to any alterations proposed by Subtenant, provided that
      (i) such alterations comply with all requirements of the Master Lease,
      and
      (ii) such alterations are approved by Landlord pursuant to the Master
      Lease.





6.  Condition
      of Premises .
      Subtenant has thoroughly inspected the Premises and accepts them in their
      present condition, AS IS WITH ALL FAULTS. Subtenant acknowledges that neither
      Sublandlord nor any agent of Sublandlord has made any representation as to
      the
      condition of the Premises or their suitability for the conduct of Subtenant's
      business. Subtenant and Sublandlord expressly agree that there are and shall
      be
      no implied warranties of merchantability, habitability, fitness for a particular
      purpose or any other kind arising out of this Sublease, and there are no
      warranties that extend beyond those expressly set forth in this Sublease. Prior
      to delivery of the Premises to Subtenant, Sublandlord shall remove all personal
      items and property (other than the Furniture) from the Premises and ensure
      that
      the Premises is in a clean janitorial condition.





7.  Landlord's
      Services .
      Under
      the Master Lease Landlord is obligated to provide Sublandlord with certain
      operating services, maintenance and repairs (collectively, “ Landlord's
      Services ”).
      To
      the extent Landlord's Services apply to the Premises, Subtenant shall have
      the
      benefit of such services. Subtenant shall pay directly to Landlord, or, at
      Sublandlord’s option, to Sublandlord, all charges imposed by the Master Lease
      for any such services provided by Landlord outside of normal operating hours
      or
      in addition to services ordinarily provided to tenants of the Building (e.g.,
      after-hours HVAC services) as provided in Section 9 of the Master Lease,
      and including, without limitation, all charges for supplemental HVAC separately
      metered to the Master Space pursuant to Section 28S of the Master Lease.
      Sublandlord has no obligation to furnish any of Landlord's Services and will
      not
      be liable for any disruption or failure of such services. Upon receipt of
      written complaint from Subtenant, Sublandlord shall make demand upon Landlord
      to
      take all appropriate action for the correction of any defect, inadequacy or
      insufficiency in Landlord's provision of Landlord's Services. If necessary,
      upon
      written request of Subtenant, Sublandlord shall enforce its rights under the
      Master Lease to Landlord's Services for Subtenant's benefit by litigation,
      in
      which event Subtenant shall reimburse Sublandlord for the costs and expenses
      of
      such enforcement to the extent such costs and expenses are not recovered from
      Landlord.





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8  Maintenance
      of Premises .
      Subtenant shall, at its expense, maintain the Premises, including, without
      limitation, all improvements to the Premises, in good order, condition and
      repair to the same extent required of Sublandlord under the Master Lease,
      excepting only reasonable wear and tear.





9.  Use .
      Subtenant shall use the Premises as a business office as described in Section
      4
      of the Master Lease only and for no other purposes whatsoever. Subtenant shall
      not do or permit anything to be done in or about the Property that will in
      any
      way interfere with the rights of Sublandlord or other occupants of the Building,
      or injure or annoy them, or use or allow the Property to be used for any
      improper, immoral, unlawful or objectionable purpose; nor shall Subtenant cause,
      maintain or permit any nuisance in, on or about the Property. Subtenant shall
      not commit or suffer to be committed any waste in or about the
      Property.





10.  Sign
      Restriction .
      No
      sign, picture, advertisement or notice shall be displayed, inscribed, painted
      or
      affixed to any door, wall or woodwork without Sublandlord's prior consent,
      which
      shall not be unreasonably withheld.





11.  Locks .
      No
      additional locks shall be placed upon any doors of the Premises or Master Space
      without Sublandlord's consent, which shall not be unreasonably withheld. At
      the
      termination of the Sublease, Subtenant shall surrender to Sublandlord all keys
      and security cards to the Premises and Master Space, unless Subtenant has
      entered into a Direct Lease.





12.  Defaults .
      Any of
      the following occurrences shall constitute a default by Subtenant:





12.1  Failure
      to Pay Money When Due .
      If
      Subtenant fails to make any payment of rent, additional security deposit or
      any
      other payment required to be made by Subtenant hereunder, as and when due,
      for a
      five (5) day period after written notice from Sublandlord.





12.2  Other
      Breaches .
      If
      Subtenant fails to observe or perform any other provision of this Sublease,
      including compliance with Landlord's Rules and Regulations, for a
      fifteen (15) day period after written notice from Sublandlord. The
      fifteen (15) day grace period shall not apply to Sublandlord’s right to
      exercise remedies under Section 13.1 with respect to Subtenant’s breach of its
      obligations to maintain unexpired insurance coverages in full compliance with
      Sections 5 and 14 of this Sublease.





13.  Remedies .
      If
      Subtenant commits a default under this Sublease and has not cured such default
      within the time periods set forth in Section 12,, Sublandlord may do any one
      or
      more of the following, in addition to pursuing its remedies under
      law:





13.1  Cure
      the
      default and charge the costs to Subtenant, in which case Subtenant shall pay
      such costs as additional rent promptly on demand, together with interest thereon
      at the rate of twelve percent (12%) per year or the highest rate permitted
      by
      law, whichever is less.





13.2  Terminate
      this Sublease.





13.3  Enter
      and
      take possession of the Premises and remove Subtenant and all other persons
      and
      any property from the Premises, with process of law.





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13.4  Hold
      Subtenant liable for and collect rent and other indebtedness owed by Subtenant
      to Sublandlord or rent that would have accrued during the remainder of the
      term
      had there been no default, less any sums Sublandlord receives by reletting
      the
      Premises.





13.5  Hold
      Subtenant liable for that part of the following sums paid by Sublandlord that
      are attributable to the remainder of the term:





(a)  Customary
      broker's fees incurred by Sublandlord in reletting part or all of the
      Premises;





(b)  The
      cost
      of removing and storing Subtenant's property;





(c)  The
      cost
      of repairs and alterations reasonably necessary to put the Premises in a
      condition reasonably acceptable to a new subtenant; and





(d)  Other
      necessary and reasonable expenses incurred by Sublandlord in enforcing its
      remedies.





Sublandlord
      shall mitigate its damage by making reasonable efforts to relet the Premises
      on
      reasonable terms. Sublandlord may relet for a shorter or longer period of time
      than the Sublease term and make reasonably necessary repairs and alterations.
      All sums collected from reletting shall be applied first to Sublandlord's
      expenses of reletting described in Section 13.5, and then to the payment
      of
      amounts due from Subtenant to Sublandlord under this Sublease.





14.  Insurance .
      Subtenant shall, during any period of occupancy, at its sole cost and expense,
      keep in full force and effect the following insurance:





14.1  Liability
      Insurance .
      A
      policy of general commercial liability insurance satisfying the requirements
      of
      the Master Lease regarding insurance to be carried by Sublandlord and naming
      both Sublandlord and Landlord as additional insureds. Such liability policy
      shall (a) insure against any and all claims or liability arising out of the
      use
      or maintenance of the Property under this Sublease, in an amount not less than
      Two Million Dollars ($2,000,000) per occurrence covering bodily injury to
      persons, including death, and damage to property; (b) insure the hazards of
      the
      Property and Subtenant's operations thereon, independent contractors,
      contractual liability (covering all indemnity provisions of this Sublease);
      and
      (c) contain a cross-liability provision and a provision that the insurance
      provided Sublandlord and Landlord hereunder shall be primary and
      non-contributing with any other insurance.





14.2  Property
      Damage Insurance .
      A fire
      and extended coverage insurance policy on the improvements to the Premises
      satisfying the requirements of the Master Lease, if any, regarding insurance
      to
      be carried by Sublandlord and naming both Sublandlord and Landlord as additional
      insureds as their interests may appear. Such policy shall (a) be a standard
      form
      of property insurance insuring against the perils of fire, extended coverage,
      vandalism, malicious mischief, special extended coverage (“ All-Risk ”)
      and
      sprinkler leakage, and (b) be upon all property owned by Subtenant, or for
      which
      Subtenant is legally liable, or that was installed at Subtenant's expense,
      and
      that is located at the Premises, including, but not limited to, furniture,
      fittings, installations, fixtures, and any other personal property of Subtenant,
      in an amount not less one hundred percent (100%) of the full replacement cost
      thereof.





14.3  General
      Requirements .
      All
      policies shall be written in a form (including amount of deductibles, if any)
      satisfactory to Sublandlord and shall be taken out with insurance companies
      holding a General Policyholders Rating of “A” and a Financial Rating of “X” or
      better, as set forth in the most current issue of Best's Insurance Reports,
      but
      in any event not less than the rating required under the Master
      Lease.





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Within
      ten (10) days after the execution of this Sublease, Subtenant shall deliver
      to
      Sublandlord copies of policies or certificates complying with this Sublease,
      in
      form satisfactory to Sublandlord. No such policy shall be cancelable or
      reducible in coverage except after thirty (30) days prior written notice to
      Sublandlord. If Subtenant fails to obtain, maintain and/or provide evidence
      of
      insurance required hereunder, Sublandlord may obtain the same and Subtenant
      shall, upon demand, reimburse Sublandlord for the cost thereof. No such action
      by Sublandlord or reimbursement from Subtenant shall be a waiver of default
      or
      other remedies. In no event shall the limits of such policies be considered
      as
      limiting liability of Subtenant under this Sublease.





15.  Waiver
      of Recovery .
      Sublandlord and Subtenant each release and relieve the other, and waive their
      entire rights of recovery for loss or damage to property located within or
      constituting a part or all of the Property to the extent that the loss or damage
      is covered by (a) the injured party's insurance, or (b) the insurance
      the injured party is required to carry under Section 14, whichever is greater.
      This waiver applies whether or not the loss is due to the negligent acts or
      omissions of Sublandlord or Subtenant, or their respective officers, directors,
      employees, agents, contractors, or invitees. Each of Sublandlord and Subtenant
      shall have their respective property insurers endorse the applicable insurance
      policies to reflect the foregoing waiver of claims, provided, however, that
      the
      endorsement shall not be required if the applicable policy of insurance permits
      the named insured to waive rights of subrogation on a blanket basis, in which
      case the blanket waiver shall be acceptable.





16.  Risk .
      Except
      as otherwise expressly provided in this Section 16, all of Subtenant's personal
      property of any kind or description whatsoever in the Property shall be at
      Subtenant's sole risk. Sublandlord and Landlord shall not be liable for any
      damage done to or loss of such personal property, injury to person or damage
      or
      loss suffered by the business or occupation of Subtenant arising from any acts
      or neglect of co-tenants or other occupants of the Building, or of any other
      persons, or from bursting, overflowing or leaking of water, sewer or steam
      pipes, or from the heating or plumbing or sprinkler fixtures, or from electric
      wires, or from gas, or odors, or caused in any other manner whatsoever unless
      and to the extent the damage is caused by the willful misconduct of Sublandlord
      or breach of Sublandlord's obligations under this Sublease.





17.  Liability
      of Sublandlord .
      Sublandlord shall have no personal liability under this Sublease. Subtenant
      shall look solely to rents, issues and profits from the Premises for the
      satisfaction of any judgment or decree against Sublandlord based upon any
      default under this Sublease, and no other property or assets of Sublandlord
      shall be subject to levy, execution or other enforcement procedures for
      satisfaction of any such judgment or decree.





18.  Indemnification .
      Subject
      to Section 15 above, Subtenant will defend, indemnify and hold harmless
      Sublandlord and Landlord from any claim, liability or suit, including attorney
      fees, on behalf of any party for any injury or damage occurring in or about
      the
      Master Space where such damage or injury was caused by any act, omission,
      negligence or intentional act of Subtenant or by Subtenant's agents, employees,
      servants, customers, clients, contractors, or invitees. Subject to Section
      15
      above, Sublandlord will defend, indemnify and hold harmless Subtenant from
      any
      claim, liability or suit, including attorney fees, on behalf of any party for
      any bodily injury or property damage occurring in or about the Master Space
      to
      the extent the damage or injury was caused by the negligence of Sublandlord,
      its
      agents, employees, servants, customers or clients. The indemnification
      obligations contained in this Section shall not be limited by any worker's
      compensation, benefit or disability laws, and each indemnifying party hereby
      waives any immunity that the indemnifying party may have under any such worker's
      compensation, benefit or disability laws. **** SUBLANDLORD
      AND SUBTENANT ACKNOWLEDGE BY THEIR EXECUTION OF THIS SUBLEASE THAT EACH OF
      THE
      INDEMNIFICATION PROVISIONS OF THIS LEASE (SPECIFICALLY INCLUDING BUT NOT LIMITED
      THOSE RELATING TO WORKER'S COMPENSATION BENEFITS AND LAWS) WERE SPECIFICALLY
      NEGOTIATED AND AGREED TO BY SUBLANDLORD AND SUBTENANT.





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19.  Casualty
      & Condemnation .
      Under
      certain circumstances described in the Master Lease, either Landlord or
      Sublandlord may terminate the Master Lease if there is a fire or other casualty
      damaging the Building or the Premises, or if there is a condemnation affecting
      the Building. Any such termination will automatically terminate this Sublease.
      If there is a fire or other casualty in the Premises that materially damages
      the
      Premises, either party may elect to terminate this Sublease within thirty (30)
      days following occurrence of the damage. Sublandlord's obligation to repair
      any
      damage to the Premises is limited to its obligation to do so under the Master
      Lease.





Rent
      will
      abate in proportion to the loss of use of the Premises caused by fire or other
      casualty.





20.  Master
      Lease .





20.1  Good
      Standing .
      Sublandlord represents and warrants that (a) the Master Lease is in good
      standing, (b) there are no agreements other than the Master Lease between
      Landlord and Sublandlord concerning the use of the Premises, and (c) to
      Sublandlord’s actual knowledge, Sublandlord has not received notice of any
      breach or default of the Master Lease by Sublandlord that has not been cured
      as
      of the date of this Sublease.





20.2  Subordination .
      This
      Sublease is subject and subordinate to the Master Lease, to all ground and
      underlying leases, and to all mortgages and deeds of trust which may now or
      hereafter affect the Property, and to any and all renewals, modifications,
      consolidations, replacements and extensions thereof. Sublandlord agrees not
      to
      effect any termination of the Master Lease without the written consent of
      Subtenant (which consent shall not be unreasonably withheld, conditioned or
      delayed and shall be deemed granted if not refused within ten (10) days of
      written request), for so long as Subtenant has not been in default hereunder.
      Subtenant agrees, upon request of Sublandlord, at any time or times, to execute
      and deliver to Sublandlord any and all instruments as shall be required by
      Landlord to effect a subordination of this Sublease to the lien of Landlord’s
      Mortgagee (as defined in Section 15 of the Master Lease) in accordance
      with
      and subject to the terms of Section 15 of the Master Lease.





20.3  Adherence
      to Terms of Master Lease .
      Subtenant agrees to be bound by all obligations and responsibilities of
      Sublandlord as tenant under the Master Lease. Subtenant shall neither do nor
      permit anything to be done that would cause the Master Lease to be terminated
      or
      forfeited by reason of any right of termination or forfeiture reserved or vested
      in Landlord under the Master Lease.





21.  Right
      of Entry .
      Upon
      reasonable prior notice to Subtenant (except in the case of emergency),
      Sublandlord shall have the right to enter the Premises.





22.  Rules
      and Regulations .
      Subtenant shall observe at all times the rules and regulations promulgated
      by
      Landlord that are applicable to the Premises or any occupant
      thereof.





23.  Subletting
      / Assignment .
      Subtenant shall not sublet the Premises or assign this Sublease or any part
      thereof for any period of time without the prior consent of the Master Landlord
      and without Sublandlord’s prior consent. Such consent by Sublandlord shall not
      be unreasonably withheld, conditioned, or delayed except: (a) Sublandlord may
      withhold in its absolute and sole discretion consent to any mortgage,
      hypothecation, pledge or other encumbrance of any interest in this Sublease
      or
      the Premises by Subtenant, whereby this Sublease or any interest therein becomes
      collateral for any obligation of Subtenant; and (b) Sublandlord may withhold
      in
      its absolute and sole discretion consent if Master Landlord does not consent
      to
      the proposed transfer. It is agreed that any of the following factors, or any
      other reasonable factor, will be reasonable grounds for Sublandlord deciding
      whether to consent to Subtenant’s request: (i) occupancy by any proposed
      assignee, subtenant or other transferee is not consistent with the maintenance
      and operation of a Class A office building due to the nature of the proposed
      occupant's business or the manner of conducting its business or its experience
      or reputation in the community, (ii) occupancy by any proposed assignee,
      subtenant or other transferee is likely to cause disturbance to the normal
      use
      and occupancy of the Building by Sublandlord or other occupants; and (iii)
      notwithstanding that Subtenant or others remain liable under this Sublease,
      whether the proposed assignee, subtenant or other transferee has a net worth,
      financial strength and credit record satisfactory to meet all of the obligations
      of Subtenant under this Sublease.





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Notwithstanding
      the foregoing, Sublandlord agrees that an assignment of this Sublease or a
      sub-subletting of all or part of the Premises to (a) the parent of Subtenant
      or
      to a wholly owned subsidiary of Subtenant or of such parent, (b) any corporation
      in whom or with which Subtenant may be merged or consolidated, or (c) any entity
      to whom Subtenant sells all or substantially all of its assets, provided that
      in
      each such instance such entity expressly assumes all of Subtenant’s obligations
      hereunder and has a net worth at least equal to the greater of (i) the net
      worth
      of Subtenant on the date hereof or (ii) the net worth of Subtenant immediately
      prior to such assignment or transaction. With respect to the transactions
      described in clauses (a) and (b) above, such net worth may be on a consolidated
      basis with Subtenant’s affiliated entity.





No
      subletting, assignment or other transfer under this Article 24 shall relieve
      Subtenant of any liability under this Sublease, and no consent to any such
      transfer shall operate as a waiver of the necessity for consent to a subsequent
      transfer. Subtenant promptly shall provide Sublandlord with copies of any
      instruments of transfer.





24.  Notice .
      Any
      notice regarding a breach of this Sublease or termination thereof shall be
      in
      writing and be sent by certified mail or personally delivered to the
      following:





In
      the
      case of Sublandlord:





Microsoft
      Business Solutions Corporation


One
      Microsoft Way


Redmond,
      WA 98052


Attn:  _________________





with
      a
      copy to:


Microsoft
      Corporation


One
      Microsoft Way


Redmond,
      WA 98052


Attn: Tim
      Osborn


Law
&
      Corporate Affairs





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Or,
      in
      the case of Subtenant:





If
      prior
      to delivery of the Premises:


Smart
      Video Technologies, Inc.


1650
      Oakbrook Drive, Suite 405


Norcross,
      Georgia 30093


Attn:
      Richard Bennett





If
      after delivery of the Premises:


Smart
      Video Technologies, Inc.


3505
      Koger Blvd - Suite 400


Duluth,
      Georgia 30096


Attn :
      Richard Bennet





with
      a
      copy to: _________________________
 _________________________
 _________________________


Attn:_____________________





Notice
      shall be deemed given when so delivered to Sublandlord or Subtenant, or on
      the
      date delivery is refused, or three (3) days after it is placed, properly
      addressed with postage prepaid, in a depository for United States certified
      mail. Either party may provide for a different address by notifying the other
      party of said change as provided for herein. Subtenant agrees to deliver to
      Sublandlord, simultaneously with delivery to Landlord, a copy of any notice,
      demand, request, consent or approval Subtenant sends to Landlord. Each party
      agrees to promptly deliver to the other party a copy of any notice, demand,
      request, consent or approval received from Landlord and not transmitted directly
      to such other party which is relevant on its face to the rights and obligations
      hereunder of the other party.





25.  Estoppel
      Certificate .
      Upon
      Sublandlord's request, at any time and from time to time, Subtenant shall
      execute and deliver to Sublandlord:





25.1  An
      estoppel in favor of Landlord and Sublandlord in accordance with and subject
      to
      the terms of Section 15 of the Master Lease, and





25.2  Within
      fifteen (15) business days after receipt of the request, a written instrument,
      duly executed in favor of Sublandlord:





(a)  Certifying
      that this Sublease has not been amended or modified and is in full force and
      effect or, if there has been a modification or amendment, that this Sublease
      is
      in full force and effect as modified or amended, and stating the modifications
      or amendments;





(b)  Specifying
      the date to which the rent has been paid;





(c)  Stating
      whether, to Subtenant's best knowledge, Sublandlord is in default and, if so,
      stating the nature of the default; and





(d)  Stating
      the commencement date of the term.





26.  Surrender
      of Premises .
      Subtenant shall, on the last day of the term of this Sublease, or upon any
      earlier termination and surrender to Sublandlord the Premises and all
      improvements to the Premises broom clean in good order, condition and state
      of
      repair, reasonable wear and tear excepted. provided, however, that Subtenant
      shall not be required to surrender the Premises to Sublandlord if Subtenant
      has
      entered into a Direct Lease.





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27.  Holding
      Over .
      If
      Subtenant holds over after expiration or termination of this Sublease without
      written consent of Sublandlord (which consent may be withheld in Sublandlord’s
      sole judgment), Subtenant shall pay two (2) times the fixed minimum
      monthly
      rental in effect during the last month hereof and all other charges due
      hereunder for each month or any part thereof of any such holdover period. No
      holding over by Subtenant after the term of this Sublease shall operate to
      extend the Sublease term. In the event of any unauthorized holding over,
      Subtenant shall indemnify Sublandlord against all costs and claims for damages,
      including, without limitation, any claims for damages by any other tenant to
      whom Landlord may have leased all or any part of the Premises.





If
      Subtenant holds over after expiration of the term of this Sublease, or after
      the
      Sublease is terminated, with Sublandlord's consent, Subtenant shall be deemed
      to
      be occupying the Premises under a month-to-month tenancy, and subject to all
      the
      terms, covenants and conditions of this Sublease (other than the term), except
      that minimum monthly rent shall be one hundred fifty percent (150%) of the
      minimum monthly rent for the last month of the term and the tenancy shall be
      terminable by either party on twenty (20) days written notice to the other
      party, effective as of the last day of a calendar month.





28.  Consent
      by Sublandlord .
      Whenever Sublandlord's consent or approval is required under this Sublease,
      such
      consent or approval may be withheld at Sublandlord's sole discretion, except
      as
      otherwise expressly provided in this Sublease.





29.  Successors
      and Assigns .
      Subject
      to the restriction contained in Section 23, the covenants and conditions
      contained in this Sublease shall bind the heirs, successors, executors,
      administrators and assigns of the parties.





30.  Brokers .
      Sublandlord and Subtenant each represents and warrants to the other that, other
      than Jones Lang LaSalle, which represents Sublandlord, and The Staubach Company
      - Southeast, Inc, which represents Subtenant, it did not deal with any broker
      in
      connection with this transaction. Each party agrees to indemnify and defend
      the
      other against any loss, cost or liability, including, without limitation,
      attorneys’ fees, in connection with the claims of any broker arising from such
      party’s acts.





31.  Attorney
      Fees .
      In the
      event legal proceedings are initiated to enforce any provision of this Sublease,
      to recover any rent due under this Sublease, for the breach of any covenant
      or
      condition of this Sublease, or for the restitution of the Premises to the
      Sublandlord and/or eviction of the Subtenant, the prevailing party shall be
      entitled to recover, as an element of its cost of suit and not as damages,
      reasonable attorney fees and costs to be fixed by the court.





32.  Entire
      Agreement, Merger and Waiver .
      This
      Sublease supersedes and cancels all previous negotiations, arrangements, offers,
      agreements or understandings, if any, between the parties. This Sublease
      expresses and contains the entire agreement of the parties and there are no
      express or implied representations, warranties or agreements between them,
      except as contained in this Sublease. This Sublease may not be modified, amended
      or supplemented except by a writing signed by both Sublandlord and Subtenant.
      No
      consent given or waiver made by Sublandlord of any breach of Subtenant of any
      provision of this Sublease shall operate or be construed in any manner as a
      waiver of any subsequent breach of the same or of any other
      provision.





33.  Captions .
      The
      captions of this Sublease are provided for convenience only and shall not be
      used in construing its meaning.





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34.  Severability .
      If any
      provision of this Sublease is found to be unenforceable, the remainder of this
      Sublease shall not be affected thereby.





35.  Authority .
      Each
      individual executing this Sublease on behalf of Subtenant represents and
      warrants that he or she is duly authorized to execute and deliver this Sublease
      on behalf of Subtenant and that this Sublease is binding upon Subtenant
      according to its terms. Concurrently with execution of this Sublease, Subtenant
      shall deliver to Sublandlord such evidence of authorization as Sublandlord
      may
      require.





36.  Sublandlord
      and Subtenant Relationship Only .
      Nothing
      contained in this Sublease shall be construed to create the relationship of
      principal and agent, partnership, joint venturer or any association between
      Sublandlord and Subtenant.





37.  Memorandum
      of Lease .
      This
      Sublease shall not be recorded, and no memorandum of this Sublease shall be
      recorded.





38.  Consent
      to Sublease by Landlord .
      Sublandlord’s obligations under this Sublease are subject to the consent of
      Landlord pursuant to the terms of the Master Lease. Accordingly, it shall be
      a
      condition precedent of Sublandlord’s obligations hereunder that Sublandlord has
      obtained the consent of Landlord. Sublandlord shall pay any and all consent
      fees
      to which Landlord is entitled under the Master Lease. Sublandlord and Subtenant
      hereby agree, for the benefit of Landlord, that this Sublease and Landlord’s
      consent hereto shall not (a) be deemed to have amended the Master Lease in
      any
      regard (unless Landlord shall have expressly agreed in writing to such
      amendment); or (b) be construed as a waiver of Landlord’s right to consent to an
      assignment of the Master Lease by Sublandlord or any further subletting of
      the
      Master Space, as and to the extent provided in the Master Lease. Landlord’s
      consent shall, however, be deemed to evidence Landlord’s agreement that
      Subtenant shall be entitled to any waiver of claims and of the right of
      subrogation for damage to Landlord’s property if and to the extent that the
      Master Lease provides such waivers for the benefit of Sublandlord.





39.  Environmental .





39.1  Neither
      Subtenant nor its officers, directors, agents, contractors, employees or
      invitees will use, generate, manufacture, produce, store, release, discharge
      or
      dispose of on, under or about the Premises, or off-site the Premises affecting
      the Property, or transport to or from the Premises, any Hazardous Substance
      except in compliance with Environmental Laws. The term “ Hazardous
      Substance ”
      means
      any hazardous or toxic substance, material or waste, pollutants or contaminants,
      as defined, listed or regulated now or in the future by any federal, state
      or
      local law, ordinance, code, regulation, rule, order or decree regulating,
      relating to or imposing liability or standards of conduct concerning, any
      environmental conditions, health or industrial hygiene, including without
      limitation, (a) chlorinated solvents, (b) petroleum products
      or
      by-products, (c) asbestos and (d) polychlorinated biphenyls.
      The term
“ Environmental
      Law ”
      means
      any federal, state or local law, statute, ordinance, regulation or order
      pertaining to health, industrial hygiene, environmental conditions or hazardous
      substances or materials including those defined in this Article as “Hazardous
      Substances.”





39.2  Subtenant
      shall give prompt written notice to Sublandlord and Landlord of: any proceeding
      or inquiry by any governmental authority with respect to the presence of any
      Hazardous Substance on the Premises; all claims made or threatened by any third
      party against Subtenant or the Premises relating to any loss or injury resulting
      from any Hazardous Substance; and Subtenant's discovery of any occurrence or
      condition on the Premises that could cause the Premises or any part thereof
      to
      be subject to any restrictions on occupancy, or use of the Premises under any
      Environmental Law.





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39.3  Subtenant
      shall protect, indemnify, defend and hold harmless Sublandlord and Landlord
      and
      their directors, partners, officers, employees, agents, parents, subsidiaries,
      successors and assigns from any loss, damage, cost, expense or liability
      (including reasonable attorneys' fees and costs) directly or indirectly arising
      out of or attributable to the use, generation, manufacture, production, storage,
      release, discharge, disposal or presence of a Hazardous Substance on the
      Premises or off-site of the Premises affecting the Property caused by Subtenant
      or its directors, partners, officers, employees, agents, contractors and
      invitees, including without limitation, the costs of any required or necessary
      repairs, cleanup or detoxification of the Premises and the preparation and
      implementation of any closure, remedial or other required plans.





40.  Waiver
      of Trial by Jury .
      Sublandlord and Subtenant each agree to and they hereby do waive trial by jury
      in any action, proceeding or counterclaim brought by either of the parties
      hereto against the other on any matters whatsoever arising out of or in any
      way
      connected with this Sublease, the relationship of Sublandlord and Subtenant,
      Subtenant's use or occupancy of the Premises and/or any claim of injury or
      damage, and any statutory remedy.





IN
      WITNESS WHEREOF, the parties hereto have executed this Sublease as of the date
      set forth on page 1 hereof.




**SUBTENANT:**
 
 SMART
        VIDEO TECHNOLOGIES, INC.,
 a
        Delaware corporation
 
 By:  /s/
        Richard E. Bennett, Jr.
 Name:  Richard
        E. Bennett, Jr.
 Title:  President
        & CEO
 
 
 **SUBLANDLORD:**
 
 MICROSOFT
        BUSINESS SOLUTIONS CORPORATION ,
        a
        Minnesota corporation
 
 By:  /s/
        Chris R. Owens
 Name:  Chris
        R. Owens
 Title:  General
        Manager Real Estate & Facilities







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