Exhibit 10.3a

                              Dated 1 February 2000
                              ---------------------


                            YELLOWBUBBLE.COM LIMITED

                                      -and-

                         DAVID FRANK HENDERSON SCROGGIE


                              ---------------------

                                SERVICE AGREEMENT

                              ---------------------




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AN AGREEMENT made the 1st day of February 2000
------------

BETWEEN
-------

(1)     YELLOWBUBBLE.COM LIMITED a company registered in England with registered
        number 3835226 whose registered office is at 190 Strand, London WC2R 1JN
        (hereinafter called "the Company"), and

(2)     DAVID SCROGGIE of Jessamine Lodge,  Rickinghall Superior,  Diss, Norfolk
        IP22 1DY (herein after called "the Executive")

WHEREBY IT IS AGREED as follows:-
--------------------

1.      DEFINITIONS AND INTERPRETATION

1.1     In this Agreement unless the context otherwise requires:

        "Associated Company"    shall  mean  any  company  which is for the time
                                being the  Company's  subsidiary  (as defined in
                                Section  736  of  the  Companies  Act  1985)  or
                                holding  company  (as  defined in Section 736 of
                                the  Companies  Act  1985) or a  subsidiary  (as
                                defined in the said Section 736) of such holding
                                company other than the Company itself

        "the Board"             shall mean the board of  directors  for the time
                                being of the Company

        "the Group"             shall  mean  the  Company  and  its   Associated
                                Companies for the time being

1.2     The  masculine  shall  include the  feminine and neuter and the singular
        shall include the plural and vice versa.

1.3     The clause headings and numbering are for convenience only and shall not
        affect the interpretation of this Agreement.

2.      APPOINTMENT AND DURATION

        The Company shall employ the Executive and the Executive shall serve the
        Company as a director  for the term of 2 years from 1st day of September
        1999 and thereafter  until this Agreement is terminated by not less than
        six months written  notice by either party to the other,  such notice to
        expire on or after the expiry of the initial period of 2 years.


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3.      DUTIES AND PLACE OF WORK

3.1     The Executive shall (unless prevented by ill health) devote the whole of
        his time and attention  during  normal  business  hours  (except  during
        holidays)  entirely  to the  business  of the  Group  subject  to and in
        accordance with any general or special directions which may from time to
        time be given to him by the Board and will well and  faithfully  perform
        the same and use his utmost  endeavours  to promote the interests of the
        Group.

3.2     The Executive agrees that the limit on weekly working hours contained in
        the Working Time Regulations 1998 shall not apply to this employment.

3.3     The Executive  shall act as an officer of the Company or any  Associated
        Company  or  hold  any  other   appointment  or  office  as  nominee  or
        representative of the Company as the Board shall direct.

3.4     The  Executive's  place  of work  shall be at such  place in the  United
        Kingdom as the Company  shall from time to time  determine and notify to
        the  Executive.  The  Executive  may be required to carry out his duties
        outside the United  Kingdom  and the  conditions  applicable  to periods
        outside  the  United  Kingdom  are  attached  as  an  Appendix  to  this
        Agreement.

3.5     Once notice to terminate  employment  has been given by the Executive or
        the Company, the Company:

        3.5.1   shall be under no  obligation to provide any work or work of any
                particular kind for the Executive; and

        3.5.2   may  require  the  Executive  not to  attend  work at any or all
                premises of the Company

        but his salary and any other contractual  benefits shall not cease to be
        payable or provided by reason only of the Company  exercising  its right
        pursuant  to this  clause  3.5.  This  clause  3.5 shall not  affect the
        general  right of the  Company to suspend or dismiss the  Executive  for
        good cause.

4.      CONFIDENTIALITY

        The  Executive  shall  not at any  time  whether  before  or  after  the
        termination  of his employment  with the Company  disclose to any person
        firm  company or  organisation  whatsoever  nor use print or publish any
        secret or  confidential  information,  matter or thing  relating  to any
        company  in the  Group or the  business  thereof  except  in the  proper
        performance of his duties hereunder or with the prior written consent of
        the  Company or as  required  by law.  For the  purposes  of this clause
        information  shall be secret  and/or  confidential  if it  relates to or
        consists  of lists or details of  customers  or  suppliers,  information
        relating to any process or  invention  used by any company in the Group,
        product  specifications,  product lists,  price lists,  marketing plans,
        staff and  salary  details  sales  forces and  commission  arrangements,
        financial information, management and organisation of any company in the


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        Group and any other matter which is notified to the Executive during the
        course of his employment as being secret or confidential.

5.      INDUCEMENTS

        The Executive  shall not accept receive or obtain directly or indirectly
        any  benefit in respect of any sale or  potential  sale or  purchase  or
        potential  purchase  of goods or services by or on behalf of any company
        in the  Group  and shall not  accept  any gift or  hospitality  or other
        benefit  from any  purchaser or supplier of goods or services to or from
        any  company in the Group  without  first  having  obtained  the written
        permission of the Company to his  acceptance of the  particular  benefit
        offered full details of which shall have been disclosed by the Executive
        to the Company.

6.      REMUNERATION AND EXPENSES

6.1     As remuneration for his services  hereunder the Company shall pay to the
        Executive a salary at the rate of (pound)60,000 per annum or such higher
        salary as may from time to time be agreed  between the Executive and the
        Board payable by equal monthly instalments in arrears on the last day of
        each calendar  month such salary to be inclusive of any sums  receivable
        as director's fees or other emoluments from any company in the Group.

6.2     Except  as  otherwise  provided  herein  or as  otherwise  agreed by the
        Company the Executive shall not be entitled to any remuneration or other
        payment from the Company in respect of any period of  employment  during
        which the Executive is absent from work.

6.3     The Company shall subject to production of receipts, or other reasonable
        evidence of expenditure,  reimburse all travelling,  hotel and other out
        of pocket expenses  reasonably and properly incurred by the Executive in
        the performance of his duties hereunder. Payments in respect of expenses
        shall be made monthly.

6.4     The Company shall be entitled to recover any debt owed to the Company by
        the  Executive  or any other sums  lawfully  due to the Company from the
        Executive  by means of  deductions  from  the  Executive's  remuneration
        including  holiday pay and pay in lieu of notice or any other payment on
        termination of the Executive's employment.

[7.     CAR

7.1     The Company  shall  provide for the use of the  Executive a motor car of
        the type and size  commensurate  with his position and the Company shall
        bear the cost of maintaining  taxing licensing and insuring such car and
        the caosr of all petrol oil and running expenses  incurred in connection
        with the use of such xar including private use. The Executive shall take
        good care of the motor vehicle and will be responsible for ensuring that
        it remains at all times in road worth  condition.  The Executive sall be
        responsible for the payment of any fines including  parking penalties in
        connection with his use of the car.



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7.2     On termination  of this  Agreement for  whatsoever  reason the Executive
        shall  forthwith  return  such  car and the car keys  together  with all
        manuals  and  accessories  supplied  with the car to the  Company at the
        Executive's normal place of work.

8.      HOLIDAYS AND HOLIDAY PAY

8.1     In addition to bank and public  holidays the Executive shall be entitled
        to 28 working  days' paid holiday in each  calendar year at such time as
        may be approved by the Board.

8.2     Upon the termination of this Agreement for whatever reason the Executive
        shall  be  entitled  to  payment  in  lieu  of any  outstanding  holiday
        entitlement  which may  remain  after  deducting  from  accrued  holiday
        entitlement  the amount of holiday already taken in the calendar year in
        which the employment ceases.

8.3     The  Executive  shall  refund to the Company any holiday pay received in
        excess of the  amount  accrued  due to the date of  termination  and the
        Company may deduct any such sum from payments due to the Executive  from
        the Company on termination.

9.      SICKNESS AND SICK PAY

9.1     If the  Executive  shall  at any  time  be  prevented  by  illness  from
        performing  his duties  hereunder  he shall on demand  furnish the Board
        with  evidence  of such  incapacity  and the cause  thereof and he shall
        during such  incapacity not exceeding a continuous  period of six months
        be  entitled  to receive  his full  remuneration  less the amount of any
        statutory  sick pay or other  benefit to which the Executive is entitled
        under social security legislation for the time being in force.

9.2     If the incapacity referred to in clause 9.1 continues after a continuous
        period  of six  months  any  payment  to the  Executive  shall be at the
        absolute discretion of the Board.

10.     TERMINATION

10.1    The  Company  may  by  notice  in  writing  to the  Executive  terminate
        forthwith the employment of the Executive if the Executive:-

        10.1.1  in the  reasonable  opinion of the Board  seriously  neglects or
                refuses to carry out the duties  required of him hereunder or is
                guilty of any other wilful  breach or  non-observance  of any of
                the terms and conditions of this Agreement;

        10.1.2  becomes  bankrupt  or is the  subject  of a  receiving  order or
                enters  into  any  composition  or  deed  of  arrangement   with
                creditors;

        10.1.3  becomes of unsound mind;



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        10.1.4  is unable to carry out his duties  hereunder by reason of mental
                or bodily  incapacity,  illness  or  accident  for a  continuous
                period of 6 months or for an aggregate of 8 months in any period
                of twelve months;

        10.1.5  is convicted of any criminal offence other than an offence which
                in the reasonable opinion of the Board adversely affects neither
                the  reputation of the Company or the Group nor the  Executive's
                ability to fulfil his duties adequately;

        10.1.6  becomes  disqualified from acting as a director by reason of any
                provision  of the  Companies  Act 1985,  the  Company  Directors
                Disqualification Act 1986 or any other statutory provision; or

        10.1.7  is the  subject of or causes the  Company to be the subject of a
                penalty or  reprimand  imposed by any  regulatory  authority  by
                which the  Company is governed  or to which its  activities  are
                subject.

10.2    Upon the termination of this Agreement for whatever reason:-

        10.2.1  the Executive  shall if so requested by the Board resign without
                claim for compensation  from all or any offices he may hold as a
                director of any company in the Group;

        10.2.2  the Executive  shall deliver up all documents and other property
                of or relating to any company in the Group in his  possession or
                under his  control  and  shall  not make or  retain  any copy or
                duplicate  of any part  thereof and shall not make or retain any
                notes or extracts therefrom.

10.3    The  Company  may in its  absolute  discretion  within 14 days of giving
        notice to the Executive in accordance  with clause 2.1 of this Agreement
        terminate  this  Agreement  with  immediate  effect  by  paying  to  the
        Executive a sum  equivalent  to his normal  basic salary and the taxable
        value of all other  benefits due to the Executive  under this  Agreement
        which shall cease to be provided with  immediate  effect in respect of a
        period  equal to the period of notice to which he would  otherwise  have
        been  entitled  under Clause 2.1 of this  Agreement.  The Company  shall
        deduct  from any sum paid under  this  clause  income  tax and  national
        insurance  contributions  and  any  sums  owed  to  the  Company  by the
        Executive.  For the avoidance of doubt, following the expiry of a 14 day
        period from the giving of notice under clause 2.1 of this  Agreement the
        power of the Company under this clause shall cease to be exercisable.

11.     RESTRICTIONS

11.1    The Executive  covenants that he shall not at any time during the period
        of three months from the date on which his  employment  with the Company
        ceases  (hereinafter  referred to as "the Termination Date") without the
        prior written  consent of the Company either alone or jointly with or as
        agent, director, manager,  consultant,  employee or partner of any other
        person, firm, company or organisation directly or indirectly:



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        11.1.1  be engaged or concerned  in any business or activity  within the
                United Kingdom which competes directly with any business carried
                on by the  Company  at  the  Termination  Date  and  with  which
                business the Executive had been concerned in the  performance of
                his duties under this Agreement during the 12 months immediately
                preceding the Termination Date; or

        11.1.2  in  relation  to any  business  carried on by the Company and in
                competition  with the Company  canvass,  solicit or endeavour to
                take away from the any  company  in the  Group the  business  or
                custom of any person, firm, company or organisation who or which
                was at the Termination  Date or at any time during the 12 months
                immediately  preceding the Termination Date a customer or client
                of any company in the Group and with whom or which the Executive
                shall have come into  contact in the  performance  of his duties
                under this Agreement during the 12 months immediately  preceding
                the Termination Date; or

        11.1.3  solicit  or  endeavour  to entice  away from the  Company or any
                company in the Group any person who was on the Termination  Date
                a director or a employee of the Company or of any company in the
                Group.

11.2    The Executive  acknowledges  and agrees that the restrictions set out in
        clause 11.1 are fair and reasonable in the circumstances and that if any
        one or more or any part of such restrictions shall be rendered or judged
        invalid or unenforceable  such restriction or part shall be deemed to be
        severed from this  Agreement  and such  invalidity  or  unenforceability
        shall  not in any way  affect  the  validity  or  enforceability  of the
        remaining restrictions.

11.3    Following  termination of this Agreement the Executive shall not falsely
        represent  himself or permit  himself to be  represented as being in any
        way  connected  with or  interested in the business of the Company other
        than as a shareholder.

11.4    The Executive hereby  acknowledges  that the  restrictions  contained in
        this Clause 11 shall operate for the benefit of the business  carried on
        by the Company and such  restrictions  shall be enforceable  against the
        Executive by the majority of the  shareholders in agreement for the time
        being  of the  business  carried  on by the  Company  as  well as by the
        Company.

12.     INVENTIONS

12.1    For the purpose of this Clause 12:-

        "Inventions"    means  any  inventions,  developments,  secret  formula,
                        process or improvement,  trade mark or name,  copyright,
                        design,  plan, drawing,  computer program,  compilation,


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                        reports, information, databases, specification or device
                        of whatever  nature which relates to the business and/or
                        products  of the  Company  and is  invented,  developed,
                        created,  devised or otherwise acquired by the Executive
                        (whether  alone or jointly with any other person) during
                        the course of his  employment  under this  Agreement  on
                        whatever  media  PROVIDED  THAT any  invention  to which
                        Section 39,  Patents Act 1977  applies  shall only be an
                        invention within this definition if the same:

        12.1.1  was made in the course of the normal duties of the Executive, or
                in the course of duties falling  outside his normal duties,  but
                specifically assigned to him by the Board, and in either case it
                was  reasonable  to expect  that the same might  result from the
                execution by the Executive of his duties to the Company pursuant
                to this Agreement; or

        12.1.2  was made in the course of the Executive's duties and at the time
                of making the same,  because of the nature of his duties and the
                particular  responsibilities  arising  from  the  nature  of his
                duties, he had a special  obligation to further the interests of
                the Company.

        "Registrable Rights"    means  patents,   service   marks,   registrable
                                designs,  trade marks, utility models or similar
                                commercial    monopoly    rights    created   by
                                registration  (whether in the United  Kingdom or
                                elsewhere in the world).

12.2    During the continuance of this Agreement :-

        12.2.1  the whole  interest of the  Executive  in any  Inventions  shall
                become the absolute  beneficial  property of the Company without
                any payment to the Executive  (except to the extent  provided in
                Section 40 of the Patents Act 1977) other than  reimbursement of
                out-of-pocket  expenses and (except in so far as they are deemed
                vested in the Company  under the  provisions of any statute) the
                Executive  hereby  assigns  by way of future  assignment  to the
                Company the whole of his interest in any  Inventions  and in any
                intellectual   property  rights  (including  without  limitation
                copyright, design right, trade and service mark rights, database
                rights  and  semi  conductor  topography  rights)  in  any  such
                Inventions   throughout  the  world  including  any  extensions,
                renewals or revivals and the right to sue for damages;

        12.2.2  the Executive  shall  promptly  communicate  to the Company full
                particulars of all  Inventions  and, if any of the Inventions is
                capable  of  being  protected  by any  Registrable  Rights,  the
                Company  shall decide  whether and where  applications  shall be
                made for such Registrable  Rights in respect of the same and the
                Executive  shall until such rights shall be fully and absolutely
                vested  in the  Company  hold the  Inventions  in trust  for the
                Company;

        12.2.3  all such  Registrable  Rights shall be applied for and taken out
                at the  Company's  expense  and in the name of the Company or if
                the Company  shall  require in the joint names of the  Executive


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                and the Company and the  Executive  shall concur in applying for
                the same and shall at the  Company's  expense  prepare  all such
                drawings  and  specifications  models  and  designs  as  may  be
                necessary and give every  assistance in his power to procure the
                grant of such Registrable Rights to the Company;

        12.2.4  the  interest  (if  any) of the  Executive  in such  Registrable
                Rights shall be  unconditionally  assigned by him to the Company
                or as the  Company may direct and any  renewal  fees  payable in
                respect thereof shall be paid by the Company;

        12.2.5  the  Executive  will, at the request and expense of the Company,
                do all acts and execute all documents  which may be necessary to
                give effect to this  Clause 12  including,  without  limitation,
                entering into any action, claim or proceeding; and

        12.2.6  the  Executive   waives  all  moral  rights   arising  from  any
                Inventions,  so far as the  Executive  may  lawfully  do so,  in
                favour of the Company.

13.     NOTICES

        Notices may be given by either party to the other by personal service or
        by letter sent by recorded  delivery post  addressed (in the case of the
        Company) to its registered  office for the time being or (in the case of
        the  Executive)  to his last known home  address and any notice given by
        post shall be deemed to have been delivered 48 hours after posting.

14.     GENERAL

14.1    If the  employment  of the  Executive  hereunder  shall be terminated by
        reason  of  the   liquidation   of  the   Company  for  the  purpose  of
        reconstruction  or amalgamation and he shall be offered  employment with
        any  concern  or  undertaking  resulting  from  such  reconstruction  or
        amalgamation  on terms and conditions not less favourable than the terms
        of this Agreement or if his employment  hereunder shall be terminated by
        the Company for any other reason and he shall be offered employment with
        any Associated  Company on terms and conditions not less favourable than
        the  terms of this  Agreement  then the  Executive  shall  have no claim
        against  the  Company in respect of the  termination  of his  employment
        hereunder.

14.2    This Agreement contains the terms and conditions of the employment as at
        the date hereof.

14.3    This  Agreement   supersedes  any  former  or  subsisting   contract  of
        employment  between the Company and the  Executive  which shall cease to
        have  effect  on and from the  date of this  Agreement  and sets out the
        entire  agreement  between the parties at the date hereof in relation to
        the employment of the Executive by the Company.



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14.4    The Executive  acknowledges and agrees that information  relating to him
        which is  governed  by the Data  Protection  Act  1984  and/or  the Data
        Protection  Act 1999  may be held and  process  by the  Company  for all
        matters and purposes in connection with the  Executive's  employment and
        the  business  of the  Company  any may be  transferred  to other  group
        companies/third  parties/and to countries  outside the European Economic
        Area for such purposes.

15.     GRIEVANCE AND DISCIPLINARY PROCEDURES

15.1    If the Executive has any grievance  relating to his employment or to any
        disciplinary  decision he should raise it with the Board for  discussion
        at a Board Meeting.

15.2    The  Company  has no formal  disciplinary  procedure  applicable  to the
        Executive.

16.     COLLECTIVE AGREEMENTS

        There are no collective  agreements in force  affecting the  Executive's
        terms and conditions of employment.

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<PAGE>



IN WITNESS  whereof these  presents have been entered into as a deed the day and
year first above written.

SIGNED by                                            )
                                                     )
for and on behalf of                                 )
YELLOWBUBBLE.COM LIMITED                             )
in the presence of:-                                 )

                                                     Director

SIGNED by the Executive                              )
in the presence of:-                                 )


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                                    APPENDIX

                  Periods of service outside the United Kingdom

If at any time the Executive is required to work outside the United  Kingdom for
a period in excess of one month, the following terms and conditions will apply:

i)      The  Executive  will be notified in advance of the  commencement  of the
        period of service outside the United Kingdom and of its likely duration.

ii)     During any such period the  Executive's  salary will be paid in sterling
        in the United Kingdom unless other arrangements are agreed.

iii)    If the  period of work  outside  the  United  Kingdom is not to exceed 2
        months hotel expenses will be paid by the Company upon production by the
        Executive of appropriate invoices on a weekly basis.

        If the period of work outside the United Kingdom is expected to exceed 2
        months, the Company will pay to the Executive a reasonable accommodation
        allowance  plus a  subsistence  allowance  to be  agreed  by the  Board.
        Payment  of these  sums  will be made each  month by the same  method as
        payment of salary.

iv)     Travelling  expenses to and from the United Kingdom at the beginning and
        end of your period of service abroad will be paid by the Company. If the
        period of service  outside the United  Kingdom is expected to exceed one
        month the Company will reimburse the Executive in respect of the cost of
        return travel to the United Kingdom for one visit and thereafter for one
        return trip to the United Kingdom in every one month period.

v)      The  Executive  will be  notified  of his  place  of work in the  United
        Kingdom  and his  duties  upon his  return  at the end of his  period of
        service outside the United Kingdom.

iv)     Any period of service  outside the United  Kingdom will form part of the
        Executive's period of continuous service with the Company.



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