EXHIBIT 10.10.1

DATED                                                                       2003
--------------------------------------------------------------------------------

                                 FS2 LIMITED                                 (1)


                        VIDECOM INTERNATIONAL LIMITED                        (2)

                                 VIDECOM INC                                 (3)


                                DEED OF VARIATION






                           Addlestone Keane Solicitors

                                  Carlton Tower

                               34 St Pauls Street
                                      Leeds

<PAGE>


                                     LS1 2QB


THIS DEED OF VARIATION is dated__________________________________________ 2003

BETWEEN

(1)  FS2 LIMITED (Company Number  04102584) whose registered  office is situated
     at Carlton Tower 34 St Pauls Street Leeds LS1 2QB ("FS2");

(2)  VIDECOM  INTERNATIONAL  LIMITED  (Company Number 01928894) whose registered
     office  is  situated  at  New  Town  Road  Henley-On-Thames  Oxon  RG9  1HG
     ("Videcom");

(3)  VIDECOM INC whose registered office is situated at [ ] (the "Agent")

RECITALS

(A)  FS2 and  Videcom  entered  into a Services  Agreement  on 28 May 2002 ("the
     Services  Agreement") whereby Videcom would provide services to FS2 subject
     to the terms of the Services Agreement

(B)  FS2 and  Videcom  have  agreed  to  supplement  the  terms of the  Services
     Agreement by means of this Deed of Variation ("Deed of Variation") in order
     to permit  Videcom  to use the Agent as its  agent to  provide  such of the
     services to FS2 pursuant to the Services  Agreement as Videcom shall in its
     sole discretion determine

1.   TERMS

In this Deed of Variation unless the context otherwise  requires the terms words
and expressions  contained in the Services Agreement shall have the same meaning
where referred to in this Deed of Variation

                                        1
<PAGE>


2.   AMENDMENTS TO SERVICES AGREEMENT

Pursuant to Clause 27.2 of the Services Agreement FS2 and Videcom agree that the
Services  Agreement  be  amended  in  accordance  with the terms of this Deed of
Variation

3.   COVENANTS

3.1  The Agent  hereby  confirms  that it has been  supplied  with a copy of the
     Services Agreement and hereby covenants and undertakes with FS2 and Videcom
     to observe, perform and be bound by all the terms of the Services Agreement
     as if it were a party thereto or named therein.

3.2  FS2 and Videcom  hereby  jointly and severally  covenant and undertake with
     the Agent that the Agent  shall be  entitled to the benefit of the terms of
     the Services Agreement as if it were a party thereto and named therein.

4.   TERMINATION

This Deed of Variation may be terminated by FS2 or Videcom upon the provision to
the other party of not less than four weeks written  notice  whereupon the Agent
shall cease to act in any capacity other than in compliance with its obligations
pursuant to Clause 3.1.

5.   AMENDMENTS

This Deed of Variation  may only be amended by  agreement  in writing  signed by
both Parties

6.   GOVERNING LAW

This Deed of Variation shall be governed by, and will be construed in accordance
with, the laws of England and Wales.


                                        2
<PAGE>



IN WITNESS of which this Deed of Variation  has been executed and delivered as a
Deed on the day first above written

EXECUTED AS A DEED                  )
------------------
AND DELIVERED                       )
-------------
by FS2 LIMITED                      )
acting by:-                         )
                                    Director
                                    Director/Secretary


EXECUTED AS A DEED                  )
------------------
AND DELIVERED                       )
-------------
by VIDECOM INTERNATIONAL            )
LIMITED                             )
acting by:-                         )
                                    Director
                                    Director/Secretary

EXECUTED AS A DEED                  )
------------------
AND DELIVERED                       )
-------------
by VIDECOM INC                      )
acting by:-                         )
                                    Director
                                    Director/Secretary

                                        3