EX-4 3 ex4.htm Exhibit 4

Exhibit 4


                              AMENDED AND RESTATED
                          2001 CONSULTANT SERVICES PLAN

     THIS is the AMENDED AND RESTATED 2001 CONSULTANT SERVICES PLAN (the "Plan")
between SeaView Video Technology, Inc. a Nevada Corporation (the "Company"), and
CHARLES ABRAHAM (the "Consultant") which is amended and restated in its entirety
as of the 22nd day of February, 2002 as follows:

                                 R E C I T A L S

     WHEREAS, the Company wishes to grant, and the Consultant wishes to receive,
as compensation for services provided to the Company, an aggregate of 582,212
shares of the common stock of the Company, par value $.001 per share (the
"Common Stock"), pursuant to the provisions set forth herein;

     NOW, THEREFORE, in consideration of the mutual promises, covenants, terms
and conditions herein, and other good and valuable considerations, the receipt
and sufficiency of which are hereby acknowledged by the parties, the parties
agree as follows:

1.   Grant of Share.  The Company hereby grants to the Consultant a total of
     582,212 shares of Common Stock ( the "Shares") in the Company.

2.   Services.  Consultant has been engaged by the Company to perform consulting
     services and the Company acknowledges that the services to be rendered
     hereby are not in connection with the offer or sale of securities in a
     capital raising transaction and do not directly or indirectly promote or
     maintain a market for the securities of the Company.

3.   Compensation.  Consultant's compensation is the Shares identified herein.
     The parties agree the value of the Shares will be calculated based on the
     average price as quoted on the OTCB.  Consultant is responsible for all
     income taxes.

4.   Registration or Exemption.  Notwithstanding anything to the contrary
     contained herein, the Shares will be registered on Form S-8 Registration
     Statement dated September 17, 2001 and all subsequent amendments thereto.

5.   Delivery of Shares.  The Company shall deliver to the Consultant the shares
     representing the total number granted under number one.

6.   Waiver.  No  waiver is enforceable unless in writing and signed by the
     waiving party, and any waiver shall not be construed as a waiver by any
     other party or of any other or subsequent breach.

7.   Amendments.  This Plan may not be amended unless by the mutual consent of
     all the parties hereto in writing.

8.   Governing Law.  This Plan shall be governed by the laws of the State of
     Florida, and the sole venue for any action arising hereunder shall be
     Pinellas County, Florida.

9.   Assignment and Binding Effect.  Neither this Plan nor any of the rights,
     interests or obligations hereunder shall be assigned by any party hereto
     without the prior written consent of the other parties hereto, except as
     otherwise provided herein. This Plan shall be binding upon and for the
     benefit of the parties hereto and their respective heirs, permitted
     successors, assigns and/or delegates.

10.  Integration and Captions.  This Plan includes the entire  understanding  of
     the parties hereto with respect to the subject matter hereof.  The captions
     herein are for convenience and shall not control the interpretation of this
     Plan.

11.  Legal Representation.  Each party has been represented by independent legal
     counsel in connection with this Plan, or each has had the opportunity to
     obtain independent legal counsel and has waived such right, and no tax
     advice has been provided to any party.

12.  Construction. Each party acknowledges and agrees having had the opportunity
     to review, negotiate and approve all of the provisions of this Plan

13.  Cooperation.  The parties agree to execute such reasonable necessary
     documents upon advice of legal counsel in order to carry out the intent and
     purpose of this Plan as set forth herein above.

14.  Fees, Costs and Expenses.  Each of the parties hereto acknowledges and
     agrees to pay, without reimbursement from the other party(ies), the fees,
     costs, expenses incurred by each such party incident to this Plan.

15.  Consents and Authorizations.  By the execution herein below, each party
     acknowledges and agrees that each such party has the full right, power,
     legal capacity and authority to enter into this Plan, and the same
     constitutes a  valid and legally binding Plan of each such party in
     accordance with the terms, conditions and other provisions contained
     herein.

16.  Severability.  In the event anyone or more of the provisions of this Plan
     shall be deemed unenforceable by any court of competent jurisdiction for
     any reason whatsoever, this Plan shall be construed as if such
     unenforceable provision had never been contained herein.

17.  Counterparts. This Plan may be executed in counterparts.

18.  Facsimile. This Plan may be executed by facsimile.

SeaView Video Technology, Inc.                       CONSULTANT


/s/George S. Bernardich, III                         /s/Charles Abraham
------------------------------------                 --------------------------
George S. Bernardich, III                            Charles Abraham
President/CEO