EXHIBIT 10.27


                                    AGREEMENT

         AGREEMENT  (this  "Agreement")  dated  April 4,  2000 by and  among IFS
International  Holdings,  Inc.  ("IFS") a Delaware  Corporation  with  principal
executive  office at 300 Jordan  Road,  Troy,  New York  12180;  FRANK  PASCUITO
("Pascuito") an individual  whose address is 1 Feather Foil Road,  Ballston Spa,
New York 12020;  and Go2Pay.Com,  Inc.  ("Go2Pay") a Delaware  corporation  with
principal executive office located at 300 Jordan Road, Troy, New York 12180.

                                                      RECITALS

          A. Pascuito is currently employed by IFS and has devoted his full time
     and efforts since January 1, 2000 and a substantial portion of his time and
     efforts prior to January  1,2000 to the creation of an  electronic  payment
     transactions  facility to process  transactions  for customers in a service
     bureau environment (the "Processing Business").

          B. Pascuito has, with consent of IFS,  caused Go2Pay to be formed as a
     Delaware  Corporation,  for the purpose of serving as the corporate vehicle
     to conduct the Processing  Business.  No shares of the common capital stock
     of Go2Pay have been issued,  and Go2Pay has no assets or  liabilities as of
     the date of this Agreement.

          C. Due to financial  and  operational  constraints,  IFS believes that
     Go2pay  may offer IFS the  opportunity  of  sharing  in the  benefits  of a
     domestic  processing center without having to divert substantial amounts of
     capital and  resources to its  establishment  and  operation.  In addition,
     Pascuito's' unique position with the local Capitol area financial community
     offers  an  excellent  opportunity  to raise  significant  capital  for the
     processing venture. IFS will share in the success of any such venture based
     on its minority ownership position in Go2pay, and its ongoing  relationship
     with  Go2pay as an IFS  customer.  Thus the  parties  mutually  agree  that
     majority ownership in Go2Pay shall be held by Pascuito,  with IFS to retain
     a minority interest,  that IFS shall continue to fund Go2Pay's  development
     of its  Processing  Business,  and that Go2Pay  shall repay  certain  funds
     advanced both before and after the date of this Agreement.

          D. The  parties  further  desire that  Pascuito  shall  terminate  his
     existing employment  agreement with IFS (the "Employment  Agreement"),  and
     shall receive  comparable  pay from Go2Pay for a specific time period (such
     compensation  to be  funded by  advances  from IFS to  Go2Pay)  all as more
     particularly set forth herein.

         NOW  THEREFORE,  in  consideration  of mutual  covenants  and  promises
contained herein,  and for valuable  consideration,  the receipt and sufficiency
which are hereby  mutually  acknowledged,  the parties to this  Agreement  (each
individually a "party" and collectively the "parties") agree as follows:

          1.  Creation  of  Independent  Processing  Center.  As  stated  in the
     recitals,  Pascuito  has spent a  substantial  amount of time in efforts to
     create and develop the  Processing  Business.  Thus the parties have agreed
     that  Pascuito  may pursue this line of business via creation of the Go2Pay
     corporate  entity,  with IFS to retain a share in the  ownership of Go2Pay,
     and with Pascuito to retain the controlling share interest.  IFS has agreed
     to provide  Go2Pay and Pascuito  with certain  assistance  in the continued
     development of the Processing  Business,  and has further agreed to relieve
     Pascuito of his other corporate  responsibilities,  so as to allow Pascuito
     to concentrate on development of the Processing Business.

          2.  Issuance of Stock.  Upon signing of this  Agreement,  Go2Pay shall
     issue five million six hundred  thousand (5.6 million) shares of its Common
     capital  stock to  Pascuito  and shall  issue  two  million,  four  hundred
     thousand (2.4 million) shares of its Common capital stock to IFS, such that
     Pascuito and IFS own the issued and outstanding shares of Go2Pay in a ratio
     of seventy  percent (70%) Pascuito - thirty  percent (30%) IFS  immediately
     after the  closing.  All of the  shares  shall be issued as fully  paid and
     nonassessable  shares. The parties  acknowledge that Go2Pay may be required
     to issue additional equity shares, options to purchase equity shares and/or
     securities  convertible  into its equity shares in connection  with raising
     funds to further develop the Processing  Business.  Pascuito and Go2Pay are
     free to do so,  so long as (i) such  shares  are  issued  for full and fair
     consideration in money or money's worth, and (ii) Pascuito on the one hand,
     and IFS on the other,  continue to hold Go2Pay's equity shares between them
     in the ratio of 70%-Pascuito and 30%-IFS.

     The  consideration  for the  issuance  of the thirty  percent  (30%)  share
     ownership  to IFS  shall  be the  licensing  of  certain  IFS  software  as
     described in Section 3 hereof.

     The consideration for the shares to be issued to Pascuito shall include his
     agreement to  terminate  his existing  Employment  Agreement  with IFS, his
     services  rendered  in  connection  with  the  creation  of the  Processing
     Business,  and the  other  covenants  made  by  Pascuito  pursuant  to this
     Agreement.

          3.  Software  Licensing.   IFS  shall  grant  Go2Pay  a  non-exclusive
     seventy-five   (75)  year  license  to  certain  selected  modules  of  IFS
     proprietary  TPII software (the  "Software") for the purposes of processing
     electronic  payment  transactions  in connection  with Go2Pay's  Processing
     Business.  Neither Go2Pay nor Pascuito may resell,  sublicense or otherwise
     transfer  the  Software to its  customers  or to other third  parties.  The
     specific  terms and  conditions  of the licensing of Software are to be set
     forth in a separate software licensing agreement to be entered into between
     IFS as  licensor  and  Go2Pay as  licensee,  in  substantially  the form of
     Exhibit "A" attached to this Agreement.

          4.  Director  Representation.  So long as IFS owns at least  fifty per
     cent (50%) of the original Go2pay shares granted under this agreement,  IFS
     shall be entitled to have at least one representative nominated and elected
     as a director on the Go2Pay board of directors.

         5.       Use of Facilities; Rentals.
                  --------------------------

               A. IFS agrees to allow Go2Pay to use portions of its headquarters
          facilities at 300 Jordan Road,  Troy, New York in connection  with the
          development,  marketing and operation of the Processing Business.  The
          parties  will  identify  the space to be occupied by Go2Pay,  together
          with Go2Pay's allocable portion of the common areas, such as reception
          area, conference rooms, rest rooms, driveways, parking facilities, and
          the like,  such area to be identified  on Exhibit "B" attached  hereto
          and made a part hereof. The parties may hereafter  enlarge,  reduce or
          otherwise  modify  the  space to be  occupied  by  Go2Pay,  and  shall
          thereupon  revise or replace  Exhibit "B" with a new  document,  to be
          signed or initialed by representatives of IFS and Go2Pay,  stating the
          new square footage allocable to Go2Pay,  and the effective date of the
          change.

               B. As rental for the facilities provided by IFS, Go2Pay shall pay
          its  proportionate  share of all costs of  owning  and  operating  the
          Jordan Road facility, including mortgage (debt service) payments, real
          estate taxes (including property taxes, school taxes, water, sewer and
          similar  charges),  insurance  on the  structures  (both  casualty and
          liability),  electric  and other  utilities,  maintenance,  upkeep and
          janitorial,  together with the fully loaded cost of the  receptionist.
          Go2Pay's  "proportionate share" shall be a fraction,  the numerator of
          which  is the  square  footage  set  forth  on  Exhibit  "B",  and the
          denominator  of which is the total  square  footage of usable space in
          the  building.  Any  "build-outs,  sinage or  renovations"  of the IFS
          building done to accommodate  Go2pay needs are subject to the approval
          of IFS  International.  Rental  costs  shall  be  accumulated  but not
          payable until the earlier of (i) eleven (11) months have elapsed since
          the  date  of  this  Agreement,  or  (ii)  Go2Pay  shall  have  raised
          significant  external  financing,  as more  particularly  set forth in
          paragraph 7C hereof.  At such time,  Go2Pay shall pay IFS for all back
          rents  accumulated.  Thereafter,  Go2Pay  shall  pay IFS a  rental  of
          fifteen dollars per square foot per month ($15.00/sq ft/month) for the
          remainder of the current  calendar  year, and IFS shall provide Go2Pay
          with an accounting or reconciliation of estimated  payments vs. actual
          costs  incurred for the period between that rentals become payable and
          year-end,  within 90 days after  year-end.  If actual costs exceed the
          estimated  rentals  paid,  then  Go2Pay  shall pay IFS the  difference
          within ten (10) days after the receipt of the accounting. If estimated
          payments exceed actual costs, then IFS shall issue Go2Pay a credit for
          such amount  against  future  rentals.  Once the  accounting is given,
          future  estimated  rentals  shall be  based  upon  costs  shown in the
          accounting, and annual reconciliation shall be given thereafter.

               C. IFS shall be  obligated  to provide  Go2Pay  with space in its
          facility  until at least  January 1, 2005.  Thereafter,  the rental of
          space shall be on an at will basis,  with either IFS of Go2Pay  having
          the right or option to discontinue the rental  arrangement  upon sixty
          (60)  day's  notice in  writing  to the  other.  Nothing  set forth in
          subsection 5(B) concerning annual reconciliation shall be construed as
          constituting  an  agreement  on the part of IFS to provide  use of its
          facilities  for a longer  period  than set forth in this  subparagraph
          5(C).

          6. In-Kind  Services.  IFS agrees to provide Go2Pay with access to and
     the use of IFS employees  for the purpose of providing  Go2Pay with certain
     services  commonly  provided by IFS to its  customers,  such as  functional
     specification,  installation,  training, certification,  software creation,
     hardware configuration,  software support, transaction processing and other
     operational  support.  IFS shall  provide  such  services  to  Go2Pay  upon
     request,  provided  however,  that IFS shall only be responsible to provide
     Go2Pay with such  services to extent that IFS has capacity  available,  and
     nothing  herein shall be deemed to require IFS to provide  availability  of
     any specific  personnel,  where to do so would impair IFS' ability to honor
     its contractual commitments to other customers. IFS shall charge Go2Pay for
     such services based upon seventy percent of IFS' standard list prices.  IFS
     will invoice  Go2Pay for such services on a monthly or other periodic basis
     as appropriate, but Go2Pay shall not be obligated to begin repaying IFS for
     such services  until the earlier of (i) eleven (11) months from the date of
     this Agreement,  or (ii) such date as Go2Pay  receives  funding from one or
     more  private  placements,   venture  capital  placements,  initial  public
     offerings or other funding sources.

         7.       Advancement and Repayment of Certain Expenses.
                  ---------------------------------------------

               A. Prior Expenses.  The parties  mutually  acknowledge that it is
          not possible to accurately  identify each item of expense  incurred by
          IFS in  creating  the  Processing  Business  before  the  date of this
          Agreement.  However,  the  parties  mutually  agree  that  their  best
          estimate  for costs  incurred by IFS in creating  Processing  Business
          prior to the date of this  Agreement is One hundred and fifty thousand
          dollars  ($150,000).  Such amount,  together with all advances made in
          the future under paragraph 9C, shall be reimbursed by Go2Pay to IFS in
          accordance  with the  procedures  set  forth for  repayment  of future
          advances, as set forth in paragraph 7D.

               B. Future  Advances for Expenses.  IFS agrees to advance funds to
          Go2Pay to cover expenses incurred in the continuing development of the
          Processing Business. Such expenses shall include:

                    (i)  travel and other  out-of-pocket  expenses  incurred  by
               Pascuito amounts not to exceed $2,500 per month,  subject however
               to  approval  of IFS  executive  officer  as to any  single  item
               costing in excess of $500; and

                    (ii) such other  expenses  as IFS may agree to pay from time
               to  time,  for the  account  of  Go2Pay  in  connection  with the
               continued development of the Processing Business or otherwise.

               IFS agrees to provide a monthly or other  periodic  accounting to
               Go2Pay for all amounts advanced for the account of Go2Pay. Go2Pay
               shall  repay  such  amounts  in   accordance   with  the  payment
               procedures set forth in subparagraph (C) below.

               C.  Commencement of Repayment  Obligation.  Go2Pay shall begin to
          repay amounts advanced by IFS at the earlier of (i) eleven (11) months
          from the date of this Agreement,  or (ii) such date as Go2Pay receives
          funding  from  one  or  more  private   placements,   venture  capital
          placements,  initial  public  offerings or other funding  sources.  If
          repayment  does not  commence  within  11  months  of this  agreement,
          interest  will  accrue  at the rate of ten  percent  per  annum on the
          accrued amount owed IFS plus any additional Go2pay obligations to IFS.

               D. Repayment  Procedures.  The following  procedures  shall apply
          once Go2Pay's  repayment  obligations are triggered under subparagraph
          (C) above:

                    i.  The  parties  mutually  anticipate  that  funds  for the
               repayment of expenses advanced pursuant to this paragraph 5 shall
               come from  capital  funds raised by Go2Pay.  Accordingly,  Go2Pay
               agrees that thirty percent (30%) of each capital  infusion raised
               by  Go2Pay  from  any  source  other  than   operating   revenues
               (regardless of whether such capital infusion is in the form of an
               equity  investment,  loan,  convertible  or  hybrid  security  or
               otherwise)  shall be utilized  to repay IFS for amounts  advanced
               pursuant to this  Agreement.  Such  amounts  shall be paid to IFS
               within ten (10) days after  Go2Pay=s  receipt of such funds.  All
               payments  made by  Go2Pay  to IFS  shall  allocated  first to the
               oldest category of expenses, thereafter to the next oldest and so
               forth.

                    ii. If the entire  amount of  expenses  advanced  under this
               Agreement is not repaid  within eleven (11) months after the date
               of this Agreement, then Go2Pay agrees to pay thirty percent (30%)
               of its gross profits from operating  revenues to the repayment of
               such advances.  Such payments shall be made on a quarterly basis,
               with Go2Pay to provide copies of income statements  setting forth
               the amount of revenue and gross profits. The term "gross profits"
               shall mean  revenues  less direct  costs as such term is commonly
               understood,  and shall be computed in accordance  with  generally
               accepted  accounting  principles,  except that revenues  shall be
               determined on a cash basis, rather than on the accrual basis.

                    iii.  Notwithstanding  any of the  foregoing,  if the  total
               amount of all  advances  is not repaid on or before  eleven  (11)
               months  after the date of this  Agreement,  IFS may,  at its sole
               option,  accelerate  payment of the remaining  balance by written
               notice to Go2Pay,  in which case Go2Pay  shall pay the  remaining
               balance within ten (10) days after the notice is sent.

          8. Modification of Employment Agreement.

               A. In  consideration  of the other  provisions  contained in this
          Agreement,  IFS and Pascuito  hereby  mutually  agree to terminate the
          existing Pascuito  Employment  Agreement,  effective as of the date of
          signing of this  Agreement.  IFS agrees to release  Pascuito  from his
          obligations to provide executive  services for the benefit of IFS, but
          IFS  nevertheless   agrees  to  continue  to  compensate  Pascuito  in
          accordance with his current employment agreement for a period from the
          date of this  Agreement  until the  earlier of (i) eleven  (11) months
          from the date of this Agreement, or (ii) such time as Go2Pay raises at
          least $1 million, in the manner set forth in subparagraph 7C above.

               B. IFS does  hereby  further  acknowledge  that it has no  claims
          against Pascuito with respect to any alleged breach or  nonperformance
          of the  Employment  Agreement  prior to the date hereof,  and Pascuito
          hereby  acknowledges  that he has no claims against IFS, or any of its
          subsidiaries   or   affiliates   with   respect   to  any   breach  or
          nonperformance  of its  or  their  obligations  under  the  Employment
          Agreement prior to the date hereof.


          9. Maintenance of Software & Other Services.

               A.  Initial  Maintenance  Period.  IFS  agrees  to  maintain  the
          Software  licensed to Go2pay on the terms and  conditions set forth in
          the standard IFS software  maintenance  agreement,  a copy of which is
          attached  to  this   Agreement   as  Exhibit  "C"  (the   "Maintenance
          Agreement").

               B.  Subsequent  Maintenance  Services.   Thereafter,   IFS  shall
          continue to maintain  the  Software in  accordance  with the terms set
          forth in  Exhibit  "C",  but  Go2Pay  shall  pay for such  maintenance
          services at the rate of fifteen percent (15%) of the amount then being
          charged by IFS for license  fees for software  packages  substantially
          equivalent to those  licensed to Go2Pay.  The annual  fifteen  percent
          (15%)  maintenance  fee shall be due and  payable  at in  advance,  as
          provided in the standard maintenance agreement.

               C. Other Services.  All other services  provided by IFS to Go2Pay
          with  respect  to  the  licensed   Software   (such  as,  but  without
          limitation,  custom  programming  services) will be based upon seventy
          percent of IFS'  standard  list prices,  unless  otherwise  negotiated
          between IFS and Go2Pay.

          10.  Referral Fees. If IFS refers any  processing  business to Go2Pay,
     IFS shall  receive a fee equal to two percent (2%) of all net revenues (Net
     revenues  defined as Gross  revenues  minus the cost of goods  sold,  i.e.,
     processing fees paid to 3rd parties, commissions, and other direct costs of
     the  sale)  realized  by  Go2Pay  from such  customer  and its  affiliates.
     Likewise,  if Go2Pay refers any business to IFS, Go2Pay shall receive a fee
     equal to two  percent  (2%) of all license  fees  realized by IFS from such
     customer  and its  affiliates.  Both  IFS and  Go2Pay  agree  to make  such
     referrals by means of written communication, and the receiving party agrees
     to confirm the referral  (and its  obligation to pay the 2% fee) in writing
     upon request.

          11. No Authority.  Pascuito  acknowledges  and agrees that,  after the
     date of this Agreement,  and regardless of the fact that he may continue to
     receive  his  salary  for a  period  of  time  hereafter,  he is no  longer
     authorized  to  sign  on  behalf  of  IFS  or  its  subsidiaries  or  other
     affiliates,  may not make  commitments  on their behalf,  and will not hold
     himself out as an officer or employee of IFS.  Pascuito further agrees that
     he will not allow any other Go2Pay  employees or  representatives  to incur
     any  obligation  or  liability  on  behalf  of IFS,  its  subsidiaries  and
     affiliates.  Pascuito agrees to indemnify and hold IFS and its subsidiaries
     and  affiliates  harmless from any and all  liabilities  and costs they may
     incur as a result of any breach of this provision.

          12. Releases.

               A.  By  IFS.  IFS,  on  its  own  behalf  and  on  behalf  of its
          subsidiaries and corporate affiliates does hereby REMISE,  RELEASE AND
          FOREVER DISCHARGE Pascuito, and his heirs, successors and assigns from
          any and all  obligations  and claims  whatsoever,  arising at any time
          prior to the signing of this Agreement except for obligations  arising
          under (i) this  Agreement,  (ii) the Software  License  Agreement,  or
          (iii) the Maintenance Agreement.

               B. By Pascuito.  Pascuito, for himself, and his heirs, successors
          and assigns,  does hereby REMISE,  RELEASE AND FOREVER  DISCHARGE IFS,
          its  subsidiaries and affiliates,  and their  respective  officers and
          directors,  from any and all  obligations  and claims arising prior to
          the date of this Agreement,  excepting only obligations  arising under
          (i) this Agreement,  (ii) the Software  License  Agreement,  (iii) the
          Maintenance  Agreement  and (iv)  obligations  relating to  Pascuito's
          continuing stock ownership in IFS and continuing  ownership of certain
          stock options, all as set forth in paragraph 13 below.

          13. Stock Ownership; Stock Options.

               A. Stock  Ownership.  Pascuito  shall  continue  to own,  without
          change or  modification,  all of the standing shares of common capital
          stock in IFS that he now owns.  Nothing  contained  in this  Agreement
          shall be deemed as negating or limiting  any rights  Pascuito may have
          as a stockholder of IFS, which arise after the date of this Agreement.
          Pascuito  confirms  and  acknowledges  that he has no existing  claims
          against  IFS or its  officers  and  directors  in  his  capacity  as a
          stockholder,  and that the release  provisions  of  subparagraph  9(B)
          above are intended to release all potential  claims arising before the
          date of this Agreement.

               B. Stock  Options.  Pascuito owns options  covering a significant
          number of shares of IFS common  stock and shall  continue to hold such
          options  after the date of this  Agreement.  The terms and  conditions
          upon which such options are granted shall not be changed by the making
          of this  Agreement.  Pascuito  shall not be  deemed  to have  suffered
          termination  of his  employment  with IFS,  solely for the purposes of
          determining vesting under the existing IFS stock option plans.

          14. Notices. Unless otherwise specifically provided in this Agreement,
     all notices, demands, requests, consents, approvals or other communications
     (collectively and severally called  "notices")  required or permitted to be
     given hereunder,  or which are given with respect to this Agreement,  shall
     be in writing,  and shall be given by: (i) by  electronic  or  facsimile or
     telephonic  transmission,  provided  the  receiving  party has a compatible
     device or confirms  receipt  thereof (which forms of notice shall be deemed
     delivered upon confirmed  transmission or confirmation of receipt), or (ii)
     by mailing in the United  States  mail by  registered  or  certified  mail,
     return receipt  requested,  postage prepaid (which forms of notice shall be
     deemed to have been given upon the fifth {5th}  business day  following the
     date mailed.  Notices shall be addressed at the  addresses  first set forth
     above,  or to such other  address as the party  shall have  specified  in a
     writing  delivered to the other parties in accordance  with this paragraph.
     Any notice given to the estate of a party shall be  sufficient if addressed
     to the party as provided in this section.

          15. Interpretation and Miscellaneous.


               A. Representations and Warranties of Parties. Each of the parties
          to this Agreement hereby  represents and warrants to each of the other
          parties  to this  Agreement,  each of which is deemed to be a separate
          representation and warranty, as follows:

                    i.  Organization,  Power and  Authority.  Such party has all
               requisite  corporate  or other power and  authority to enter into
               this Agreement.

                    ii. Authorization and Validity of Agreement.  This Agreement
               has been duly executed and delivered by such party and,  assuming
               due  authorization,  execution  and  delivery by all of the other
               parties  hereto,   is  valid  and  binding  upon  such  party  in
               accordance with its terms,  except as limited by: (1) bankruptcy,
               insolvency, reorganization,  moratorium or other similar laws now
               or hereafter in effect relating to creditor rights generally; and
               (2) general  principles  of equity  (regardless  of whether  such
               enforcement is considered in a proceeding in equity or at law).

                    iii.  No  Breach  or  Conflict.  Neither  the  execution  or
               delivery of this Agreement,  nor the performance by such party of
               the  transactions  contemplated  herein:  (i) if such party is an
               entity,  will breach or conflict  with any of the  provisions  of
               such party's governing  organizational  documents; or (ii) to the
               best of such  party's  knowledge  and belief,  will such  actions
               violate or  constitute an event of default under any agreement or
               other instrument to which such party is a party.

               B.  Preparation  of  Agreement;  Costs and  Expenses.  Each party
          acknowledges  that:  (i) he or it had the  advice  of,  or  sufficient
          opportunity  to obtain the  advice  of,  legal  counsel  separate  and
          independent  of legal  counsel  for any other party  hereto;  (ii) the
          terms of the transactions  contemplated by this Agreement are fair and
          reasonable to such party; and (iii) such party has voluntarily entered
          into the transactions contemplated by this Agreement without duress or
          coercion.  Each  party  further  acknowledges  that such party was not
          represented  by  the  legal  counsel  of any  other  party  hereto  in
          connection with the transactions  contemplated by this Agreement,  nor
          was he or it under any belief or understanding that such legal counsel
          was representing  his or its interests.  Except as expressly set forth
          in this Agreement,  each party shall pay all legal and other costs and
          expenses  incurred or to be incurred by such party in negotiating  and
          preparing  this  Agreement;  in performing  due diligence or retaining
          professional advisors; in performing any transactions  contemplated by
          this  Agreement;   or  in  complying  with  such  party's   covenants,
          agreements and conditions  contained herein. Each party agrees that no
          conflict,   omission  or   ambiguity   in  this   Agreement,   or  the
          interpretation  thereof,  shall  be  presumed,  implied  or  otherwise
          construed  against any other party to this Agreement on the basis that
          such party was responsible for drafting this Agreement.

               C. Cooperation. Each party agrees, without further consideration,
          to  cooperate  and  diligently  perform  any further  acts,  deeds and
          things,  and  to  execute  and  deliver  any  documents  that  may  be
          reasonably  necessary or otherwise  reasonably required to consummate,
          evidence,  confirm  and/or carry out the intent and provisions of this
          Agreement, all without undue delay or expense.

               D. Survival. All representations and warranties made by any party
          in connection  with any  transaction  contemplated  by this  Agreement
          shall survive the execution  and delivery of this  Agreement,  and the
          performance  or  consummation  of any  transaction  described  in this
          Agreement.

               E. Entire  Agreement/No  Collateral  Representations.  Each party
          expressly  acknowledges  and  agrees  that  this  Agreement,  and  the
          agreements  and  documents  referenced  herein:  (1)  are  the  final,
          complete and exclusive  statement of the agreement of the parties with
          respect to the  subject  matter  hereof;  (2)  supersede  any prior or
          contemporaneous  agreements,   memorandums,   proposals,  commitments,
          guaranties,   assurances,   communications,   discussions,   promises,
          representations,  understandings,  conduct,  acts, courses of dealing,
          warranties,  interpretations  or terms of any  kind,  whether  oral or
          written (collectively and severally, the "prior agreements"), and that
          any  such  prior  agreements  are of no  force  or  effect  except  as
          expressly set forth herein; and (3) may not be varied, supplemented or
          contradicted  by  evidence  of prior  agreements,  or by  evidence  of
          subsequent oral agreements.  No prior drafts of this Agreement, and no
          words or  phrases  from any prior  drafts,  shall be  admissible  into
          evidence in any action or suit involving this Agreement.

               F. Amendment;  Waiver; Forbearance.  Except as expressly provided
          herein,  neither  this  Agreement  nor any of its  terms,  provisions,
          obligations  or  rights  may  be  amended,   modified,   supplemented,
          augmented,   rescinded,   discharged  or  terminated  (other  than  by
          performance),  except by a written instrument or instruments signed by
          all of the parties to this  Agreement.  No waiver of any breach of any
          term,  provision or  agreement,  or of the  performance  of any act or
          obligation  under  this  Agreement,  or of any  extension  of time for
          performance  of any such act or  obligation,  or of any right  granted
          under this  Agreement,  shall be  effective  and  binding  unless such
          waiver shall be in a written  instrument or instruments signed by each
          party claimed to have given or consented to such waiver. Except to the
          extent that the party or parties claimed to have given or consented to
          a waiver may have otherwise agreed in writing, no such waiver shall be
          deemed  a waiver  or  relinquishment  of any  other  term,  provision,
          agreement,  act, obligation or right granted under this Agreement,  or
          of any preceding or subsequent  breach  thereof.  No  forbearance by a
          party in seeking a remedy for any  noncompliance  or breach by another
          party hereto shall be deemed to be a waiver by such  forbearing  party
          of its rights and  remedies  with  respect  to such  noncompliance  or
          breach,  unless  such  waiver  shall  be in a  written  instrument  or
          instruments signed by the forbearing party.

               G.  Remedies  Cumulative.  The  remedies of each party under this
          Agreement are cumulative  and,  except as otherwise  herein  provided,
          shall  not  exclude  any other  remedies  to which  such  party may be
          lawfully entitled.

               H.  Severability.  If any term or provision of this  Agreement or
          the application  thereof to any person or  circumstance  shall, to any
          extent,  be determined to be invalid,  illegal or unenforceable  under
          present or future laws,  then, and in that event:  (1) the performance
          of the  offending  term  or  provision  (but  only to the  extent  its
          application is invalid,  illegal or unenforceable) shall be excused as
          if it had never been incorporated into this Agreement, and, in lieu of
          such excused provision, there shall be added a provision as similar in
          terms and amount to such  excused  provision as may be possible and be
          legal,  valid  and  enforceable;  and (2) the  remaining  part of this
          Agreement   (including  the  application  of  the  offending  term  or
          provision to persons or circumstances  other than those as to which it
          is held  invalid,  illegal  or  unenforceable)  shall not be  affected
          thereby,  and shall  continue  in full force and effect to the fullest
          legal extent.

               I. Parties in Interest; No Third Party Beneficiaries.  Nothing in
          this Agreement  shall confer any rights or remedies under or by reason
          of this  Agreement  on any persons  other than the parties  hereto and
          their  respective  successors  and  assigns,  if  any,  or as  may  be
          permitted  hereunder;  nor shall anything in this Agreement relieve or
          discharge the obligation or liability of any third person to any party
          to this  Agreement;  nor shall any provision give any third person any
          right of  subrogation  or  action  over or  against  any party to this
          Agreement.

               J. No Reliance Upon Prior Representation. Each party acknowledges
          that: (1) no other party has made any oral  representation  or promise
          which would  induce them prior to executing  this  Agreement to change
          their position to their detriment,  to partially  perform,  or to part
          with value in reliance upon such  representation  or promise;  and (2)
          such party has not so changed its  position,  performed or parted with
          value prior to the time of the  execution of this  Agreement,  or such
          party has taken such action at its own risk.

               K.  Headings;   References;   Incorporation;   Gender;  Statutory
          References.  The headings used in this  Agreement are for  convenience
          and reference  purposes  only,  and shall not be used in construing or
          interpreting  the scope or intent of this  Agreement or any  provision
          hereof.  References to this Agreement  shall include all amendments or
          renewals  thereof.  All  cross-references  in this  Agreement,  unless
          specifically  directed  to another  agreement  or  document,  shall be
          construed  only to refer to  provisions  within  this  Agreement.  Any
          Exhibit  referenced  in  this  Agreement  shall  be  construed  to  be
          incorporated  in this  Agreement  by such  reference.  As used in this
          Agreement,  each gender  shall be deemed to include the other  gender,
          including neutral genders appropriate for entities, if applicable, and
          the singular shall be deemed to include the plural, and vice versa, as
          the context  requires.  Any reference to statutes or laws will include
          all  amendments,   modifications,  or  replacements  of  the  specific
          sections and provisions concerned.

               L.  Applicable Law. This Agreement and the rights and remedies of
          each party  arising out of or relating to this  Agreement  (including,
          without  limitation,  equitable remedies) shall (with the exception of
          the applicable  securities  laws) be solely  governed by,  interpreted
          under, and construed and enforced in accordance with the laws (without
          regard to the conflicts of law  principles)  of the State of New York,
          as if this Agreement were made,  and as if its  obligations  are to be
          performed, wholly within the State of New York.

               M. Recovery of Fees and Costs. If any party  institutes or should
          the parties  otherwise  become involved in any legal  proceeding based
          upon or arising out of this  Agreement or for damages by reason of any
          alleged  breach of this  Agreement,  or for a declaration of rights in
          connection herewith,  or for any other relief, in connection herewith,
          the  "Prevailing  party" (as such term is  defined  below) in any such
          proceeding shall be entitled to receive from the non-prevailing party,
          all fees, disbursements,  costs and expenses of enforcing any right of
          the  prevailing  party  (collectively,  "fees and  costs"),  including
          without  limitation,  (1) reasonable  attorneys'  fees and costs , (2)
          witness fees and costs (including experts engaged by the parties,  but
          excluding  shareholders,   officers,  employees  or  partners  of  the
          parties), (3) accountants' fees, (4) fees of other professionals,  and
          (5) any and all other  similar  fees  incurred in the  prosecution  or
          defense  of the  action or  proceeding.  Costs and  expenses  shall be
          recoverable with respect to services  rendered in connections with (A)
          all preparation and discovery  phases,  (B) the trial or hearing,  and
          (C)   post-hearing   proceedings   including,    without   limitation,
          proceedings  to  convert  the  arbitration   award  into  a  judgment,
          garnishment,  levy,  debtor and third  party  examinations,  and other
          post-judgment  proceedings.  Any  judgment  or order  entered  in such
          action shall contain a specific  provision  providing for the recovery
          of attorney the aforesaid fees and costs,  and an award of prejudgment
          interest  from the date of the breach at the maximum  rate of interest
          allowed by law.  The term  "prevailing  party" is defined as the party
          who is determined to prevail by the court or arbitration panel hearing
          the dispute (the court shall retain the  discretion to determine  that
          no party is the  prevailing  party  in  which  case no party  shall be
          entitled to recover its costs and expenses under this subsection).

               N. Arbitration.

                    i.  Jurisdiction.  The parties agree that all controversies,
               claims and disputes  arising out of or in connection  with to the
               transactions  contemplated by this Agreement  (collectively,  the
               "Controversies"), shall, to the maximum extent allowed by law, be
               resolved by binding  arbitration  (an  "Arbitration  Proceeding")
               before the American  Arbitration  Association  (the  "Arbitration
               Authority")   according  to  the  rules  and   practices  of  the
               Arbitration   Authority  from  time-to-time  in  force.   Without
               limiting   the   generality   of   the   foregoing,    the   term
               "Controversies"  shall  include  all  questions  relating  to the
               breach of any obligation,  warranty,  promise, right or condition
               hereunder,  and any question as to whether the right to arbitrate
               a certain dispute exists.

                    ii.  Initiation.  A party  shall  institute  an  Arbitration
               Proceeding  by sending  written  notice of an intent to arbitrate
               (the  "Arbitration  Notice")  to  the  other  parties  and to the
               Arbitration  Authority  pursuant to the rules and  regulations of
               the Arbitration Authority. The Arbitration Notice shall set forth
               a description of the dispute, the amount in controversy,  and the
               remedy  sought.  An  Arbitration  Proceeding  may  proceed in the
               absence of any party if the Arbitration  Notice has been properly
               given to such party.

                    iii.  Reasoned  Decision.  The  parties  hereby  request the
               Arbitrator  to  prepare a written  decision  which sets forth the
               basis of the Arbitrator's decision.

                    iv.  Awards.  The  parties  agree  to  abide  by any  award,
               judgment,  decree or order rendered in any Arbitration Proceeding
               by the Arbitrator.  The award,  judgment,  decree or order of the
               Arbitrator,  and the findings of the Arbitrator,  shall be final,
               conclusive  and binding upon the parties  hereto.  Any  judgment,
               decree  or order  of  relief  granted  by the  Arbitrator  may be
               entered or obtained in any court of competent jurisdiction, state
               or federal.

WHEREFORE,  THE PARTIES HERETO HAVE EXECUTED THIS Agreement in the City of Troy,
State of New York as of the date first set forth above.

      IFS INTERNATIONAL HOLDINGS, INC.

      A Delaware Corporation

      By ___________________________________
            David L. Hodge
            President & CEO


      Go2Pay.Com, INC.

      By ___________________________________
            Frank  Pascuito
            President & CEO
      EXECUTIVE:

      --------------------------------------
      Frank  Pascuito