EXHIBIT 10.3

                               SERVICES AGREEMENT


         This Services Agreement (this "Agreement") is dated February 17, 2003as
amended as of August 1, 2003 and February 1, 2004 between David R. Allison
("Allison") and MagnaData, Inc. (the "Company").

         In consideration of the following mutual covenants, and intending to be
legally bound, the parties agree as follows:

1.       Services.

         1.1 During this Agreement, Allison will provide the Company with
executive and financial planning services. Allison will serve as Vice President
and Director of the Company, if requested by the Company. This Agreement shall
not cover any services for which a license is required, including selling
securities or practicing law or accounting.

         1.2 Allison will be an independent contractor. Unless Allison is an
officer of the Company, he shall have no right to commit the Company to any
agreement.

2.       Fees.

         2.1 The Company will pay Allison $5,000.00 for each calendar month
until a total of $20,000 is paid. Allison agrees that the $20,000 has been paid.
If the Company raises at least $2,250,000 from sales of securities after
February 1, 2004, the Company will again begin paying Allison $5,000.00 per
month for each month remaining during the term of this Agreement commencing the
month in which the total raised since February 1, 2004 is $2,250,000 or greater.

         2.2 The first payment is due when this Agreement is signed. Subsequent
payments must be paid to and received by Allison on or before the 20th day of
each calendar month to which it relates.

         2.3 The Company will reimburse Allison for direct out-of-pocket
expenses including travel, long distance and cell phone charges, shipping, and
third party printing and document production costs, subject to prior approval by
the Company and reasonable evidence of the expenditures.

3.       Confidentiality.

         3.1 Allison will maintain the confidentiality of Confidential
Information of the Company during the term of this Agreement and for a period of
three (3) years thereafter. Allison may disclose Confidential Information if
required by a court or governmental agency, but Allison will inform Company
prior to disclosure.

         3.2 "Confidential Information" means information concerning the Company
or its business that is (i) disclosed in a writing marked "confidential" or (ii)
disclosed orally and identified as "confidential" in writing prior to or within
two days following disclosure.

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Confidential  Information  does not include  information in our possession as of
the  date  of  this  Agreement,  (ii)  received  by us  after  the  term of this
Agreement,  (iii) that is or becomes  publicly  available or generally  known to
persons in your industry  without breach of our obligations  under this section,
(iv)  received  from persons  having no  obligation  of  confidentiality  to the
Company,  or  (v)  that  we  independently  develop  without  reference  to  any
Confidential Information.

4. Term. The term of this Agreement will begin on the date first set forth above
and will continue until March 31, 2005 unless sooner terminated as provided
herein. Either party may terminate this Agreement without cause upon 30 days
prior written notice to the other.

5. Entire Agreement. This Agreement us concerning and supersedes all prior and
contemporaneous agreements.

6. Amendments. This Agreement may not be amended, changed or modified except by
a written instrument executed by or on behalf of both you and us.

7. Assignment. Neither party may assign this Agreement to any other party
without our prior written consent, except the Company may assign this Agreement
to any party that substantially all of the assets of the Company.

8. Governing Law. This Agreement will be governed by and construed in accordance
with the laws of the State of North Carolina.

9. Counterparts. This Agreement may be executed in any number of counterparts
and all executed counterparts will constitute one agreement binding on all
parties to this Agreement, notwithstanding that all parties have not signed the
same counterpart.

     IN WITNESS WHEREOF, this Agreement is executed and effective as of the date
first above noted.

DAVID R. ALLISON                                                       .



By: /S/  David R. Allison
        ------------------------
         David R. Allison
         Title:


MAGNADATA, INC



By: /S/ David R. Allison
       --------------------
        David R. Allison
        Title: Secretary