Exhibit 10.3b

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



                            YELLOWBUBBLE.COM LIMITED

                                      -and-

                                NARINDER DHILLON



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

                                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)      Narinder Dhillon of Spital Croft, Wilsic Lan, Wilsic, Doncaster,  South
         Yorkshire DN11 9AQ (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  monthswritten  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,


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         financial  information,  management and  organisation of any company in
         the 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)84,000  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


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         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.

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;


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         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;

         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.



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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:

         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.



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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,   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;



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         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
                  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


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         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.

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

SIGNED by David Scroggie                             )
                                                     )
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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