EXHIBIT 10.10D

                      3rd AMENDMENT TO EMPLOYMENT AGREEMENT

        This "3rd amendment to Employment  Agreement" (this "Amendment") is made
on the 9th day of March, 2000 by and between IFS International Holdings, Inc., a
Delaware  Corporation  (the  "Company"),  IFS  International,  Inc.,  a New York
corporation  and a  wholly  owned  subsidiary  of the  Company,  and  any  other
subsidiary  of the Company and Simon  Theobald (the  "Executive"),  based on the
following:

          A.   On May 12,  1998,  the Company and the  Executive  executed  that
               certain  "Employment  Agreement"  (the  "Agreement")  whereby the
               Company retained the services of the Executive as its Senior Vice
               President of Sales.

          B.   On January 22, 1999 the  Company  and the  Executive  executed an
               Amendment   to   that   certain   "Employment   Agreement"   (the
               "Agreement") which modified the original May 12 Agreement.

          C.   On January 31, 2000 the Company and the  Executive  executed  the
               2nd  amendment  to  that  certain  "Employment   Agreement"  (the
               "Agreement")  which reinstated certain portions of Par. 14 of the
               original May 12, 1998 "Agreement".

          D.   The Company and the Executive  wish to further  modify the May 12
               "Agreement" pursuant to the terms of this Amendment.

NOW, THEREFORE, THE PARTIES TO THIS Amendment agree as follows:

          1.   Reinstatement of Par. 4f of the Agreement as modified below which
               compensates  the  Executive  in the  form of  Stock  Appreciation
               Rights. TO WIT:

               Subject to the  receipt  of any  approval  by the  By-Laws of the
               Company,  the  General  Corporation  Law of  Delaware  and/or any
               federal or state  securities laws, the Company shall grant to the
               Executive,  upon execution of this Agreement,  stock appreciation
               rights  ("SAR") based on fifty  thousand  (50,000)  shares of the
               Company's  common stock and, on each anniversary of the execution
               of this Agreement,  the Executive  shall receive  additional SARs
               based on fifty thousand  (50,000) of the Company's  common stock.
               These grants shall be governed by a separate Stock  Appreciations
               Rights  Agreement  which shall set forth all  material  terms and
               conditions of the SARs.  Upon exercise of the SARs, the Executive
               shall receive from the Companies an amount equal to the excess of
               the fair market value of the SAR shares  exercised  over the fair
               market value of the SAR shares as of the date of the grant.  Such
               amount shall be paid to the Executive and grossed up to cover the
               payment  of any and all taxes,  of any kind or  nature,  that are
               incurred  by the  Executive  as a result of his  exercise  of the
               SARs.

          2.   All other Terms and provisions of the May 12, 1998 Agreement, the
               January 22, 1999 Amendment, and the January 31, 2000 Amendment To
               Remain.  The parties agree that all other terms and provisions of
               the Agreement and its Amendment shall remain the same.

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: __________________________________
         Chairman of the Board of Directors
         John P. Singleton

     By:  ____________________________________
          Chairman of the Compensation Committee
          of the Board of Directors
          DuWayne Peterson

     IFS INTERNATIONAL INC.
     A New York Corporation

      By:   ___________________________________
            President & Chief Executive Officer
            David L. Hodge

      By:   ___________________________________
            Secretary
            Carmen Pascuito

      EXECUTIVE:

      ----------------------------------------
      Simon Theobald