EXHIBIT 10.28



                              CONSULTING AGREEMENT

         This Consulting Agreement (the "Agreement"), dated as of March 1, 1999,
is entered into by and among IFS  International,  Inc.,  a Delaware  corporation
(the  "Company"),  whose  principal  executive  office is located at  Rensselaer
Technology Park, 300 Jordan Road, Troy, New York 12180, IFS International, Inc.,
a New York  corporation  and a wholly owned  subsidiary of the Company,  and any
other subsidiary of the Company, (the Company and its subsidiaries are sometimes
collectively  referred  to in this  Agreement  as the  "Companies")  and John P.
Singleton,  the  "Consultant"),  an individual  whose address is 4331  Rosecliff
Avenue, Charlotte , NC with reference to the following facts:

                                    RECITALS:

         WHEREAS,  in June,  1998  the  Company  retained  the  services  of the
Consultant  for a  minimum  of 4 days  per  month  to  assist  in  fund  raising
activities  with the  Investment  Community,  to provide advice on the Companies
strategic  plan,  and to work on other  consulting  efforts as  directed  by the
Companies' CEO.

         WHEREAS,  the Executive and the Company wish to  memorialize  with this
Agreement  their  agreement as to the terms and  conditions of the  Consultant's
employment.

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

                                   AGREEMENT:

         1.       DEFINITIONS

                  Set forth below are definitions of capitalized terms which are
generally used throughout this Agreement and not defined elsewhere in it:

          (a)  "Affiliate"  means any "Person" (as defined  below)  controlling,
               controlled by, or under common control with a party.

          (b)  "Board" means the Board of Directors of the Company, as such body
               may be reconstituted from time to time.

          (c)  "Change In Control" shall mean,  subject to subsections  (iv) and
               (v) below, the occurrence of any of the following events:

               (i)  An  acquisition  of control by an "Acquiring  Person" where,
                    immediately  after the subject  acquisition,  such  "Person"
                    holds  "Beneficial  Ownership"  of more than  fifty  percent
                    (50%) of the "Total  Combined Voting Power" of the Company's
                    then   outstanding   "Voting   Securities".   The  terms  in
                    quotations in the immediately  preceding sentence shall, for
                    purposes of this Agreement, have the following meanings:

                    (A)  "Acquiring   Person"  shall  mean  any  "Person"  which
                         acquires the defined percentage of securities, with the
                         exception of: (A) any Employee Benefit Plan (or a trust
                         forming a part thereof) maintained by the Companies (or
                         any of them), or any corporation or entity in which the
                         Companies  (or any of them) hold fifty percent (50%) or
                         more of the "Voting  Securities"  (each,  a "Controlled
                         Subsidiary");   (B)  the  Company  or  any   Controlled
                         Subsidiary;  or (C) any  "Person"  which  acquires  the
                         threshold  percentage of "Voting  Securities" through a
                         "Non-Control Transaction" (as defined below);

                    (B)  "Non-Control Transaction" shall mean any transaction in
                         which  the  stockholders  of  the  Company  immediately
                         before such  transaction,  directly or  indirectly  own
                         immediately  following  such  transaction  at  least  a
                         majority of the "Total  Combined  Voting  Power" of the
                         outstanding   "Voting   Securities"  of  the  surviving
                         corporation  (or  other  entity)  resulting  from  such
                         transaction,  in  substantially  the same proportion as
                         such stockholders' ownership of the "Voting Securities"
                         of the Company immediately before such transaction;

                    (C)  "Person,"   "Beneficial   Ownership,"  "Total  Combined
                         Voting  Power" and "Voting  Securities"  shall have the
                         meanings  ascribed to such terms in Sections  13(d) and
                         14(d) of the  Securities  Exchange  Act and Rule  13d-3
                         promulgated thereunder; or

               (ii) During any period of three (3)  consecutive  years after the
                    date of this Agreement,  the individuals who constituted the
                    Company's  Board  at  the  beginning  of  such  period  (the
                    "Incumbent  Board")  cease to  constitute  a majority of the
                    Company's  Board,  for  any  reason(s)  other  than  (A) the
                    voluntary  resignation of one or more Board members; (B) the
                    refusal by one or more Board  members to stand for  election
                    to the Board;  and/or  (C) the  removal of one or more Board
                    members for good cause;  provided,  however, (1) that if the
                    nomination  or election  of any new  director of the Company
                    was  approved  by a  vote  of at  least  a  majority  of the
                    Incumbent Board,  such new director shall be deemed a member
                    of the Incumbent  Board; and (2) that no individual shall be
                    considered  a  member  of  the   Incumbent   Board  if  such
                    individual initially assumed office as a result of either an
                    actual or  threatened  "Election  Contest" (as  described in
                    Rule 14a-11 promulgated under the Securities Exchange Act of
                    1934),  or as a  result  of a  solicitation  of  proxies  or
                    consents by or on behalf of an Acquiring Person,  other than
                    a member of the Board (a "Proxy Contest"), or as a result of
                    any  agreement  intended  to avoid or  settle  any  Election
                    Contest or Proxy Contest; or

               (iii) The Board or the stockholders of the Company approve:

                    (A)  A merger  or  consolidation  or  reorganization  of the
                         Company with:

                    (1)  any Controlled Subsidiary,  and such transaction is not
                         a Non-Control Transaction; or

                    (2)  any  other  corporation  or  other  entity,   and  such
                         transaction is not a Non-Control Transaction; or

                    (B)  A complete  liquidation  or dissolution of the Company,
                         and such transaction is not a Non-Control  Transaction;
                         or

                    (C)  An agreement for the sale or other  disposition  of all
                         or  substantially  all of the assets of the  Company to
                         (1) any Controlled Subsidiary,  and such transaction is
                         not a  Non-Control  Transaction,  or (2)  to any  other
                         Person,  and  such  transaction  is  not a  Non-Control
                         Transaction.

               (iv) Notwithstanding  subsections  (i)  through  (iii)  above,  a
                    Change In  Control  shall not be deemed to  ----------------
                    ----- have  occurred  solely  because  any  Person  acquired
                    Beneficial  Ownership of more than the threshold  percentage
                    of the  outstanding  Voting  Securities  as a  result  of an
                    acquisition  of Voting  Securities by the Company  (each,  a
                    "Redemption")  which,  by  reducing  the  number  of  Voting
                    Securities   outstanding,   increased   the   percentage  of
                    outstanding  Voting  Securities  Beneficially  Owned by such
                    Person;  provided,  however, that if (A) a Change In Control
                    would  occur  as  a  result  of a  Redemption  but  for  the
                    operation of this sentence,  and (B) after such  Redemption,
                    such Person becomes the  Beneficial  Owner of any additional
                    Voting Securities, which increase the percentage of the then
                    outstanding  Voting  Securities  Beneficially  Owned by such
                    Person  over  the  percentage  owned  as  a  result  of  the
                    Redemption,  then a Change  In  Control  shall be  deemed to
                    occur.

               (v)  Notwithstanding  any other provision of this subsection (c),
                    if the  Executive or an Affiliate  of the  Executive  who is
                    then a stockholder or director of the Company,  either:  (i)
                    expressly voted in favor of the transaction constituting the
                    Change In  Control  in such  Person's  capacity  as either a
                    stockholder  or  as a  director  of  the  Company;  or  (ii)
                    expressly  abstained from voting (other than by reason of an
                    "interest" in a matter or transaction);  and/or (iii) failed
                    or  refused  to  vote,  then  the   transaction   shall  not
                    constitute a Change in Control.

          (d)  "Disability"  (or the related term  "Disabled")  means any of the
               following:  (i) the receipt of any disability  insurance benefits
               by the  Executive;  (ii) a  declaration  by a court of  competent
               jurisdiction that the Executive is legally incompetent; (iii) the
               Executive's material inability due to medically documented mental
               or  physical   illness  or   disability   to  fully  perform  the
               Executive's  regular  duties of his  employment,  for a three (3)
               month continuous  period, or for six (6) cumulative months within
               any one (1)  year  continuous  period;  or  (iv)  the  reasonable
               determination  by the Chief Executive  Officer that the Executive
               will not be able to fully perform the Executive's  regular duties
               of his employment for a three (3) month continuous period. If the
               Chief Executive Officer determines that the Executive is Disabled
               under subsection (iv) above, and the Executive disagrees with the
               conclusion of the Chief Executive Officer, then the Company shall
               engage a qualified independent physician reasonably acceptable to
               the Executive to examine the Executive at the sole expense of the
               Company. The determination of such physician shall be provided in
               writing to the parties  and shall be final and  binding  upon the
               parties for all purposes of this Agreement.  The Executive hereby
               consents to examination in the manner set forth above, and waives
               any physician-patient privilege arising from any such examination
               as it relates to the  determination of the purported  disability.
               If the parties cannot agree upon a physician,  a physician  shall
               be appointed by the American Arbitration Association according to
               the rules and practices of the American  Arbitration  Association
               from time-to-time in force.

          (e)  "Person"  (other  than for  purposes of  determining  a Change in
               Control)  means an individual or natural  person,  a corporation,
               partnership  (limited or  general),  joint-venture,  association,
               business trust,  limited liability company or partnership,  trust
               (whether  revocable or  irrevocable),  pension or profit  sharing
               plan,  individual  retirement  account, or fiduciary or custodial
               arrangement.

          (f)  "Termination  By Companies For Cause" means a termination  of the
               Consultant  caused  by  a  determination  of  two-thirds  of  the
               Company's Board,  excluding the Executive if then a member of the
               Board, that one of the following events has occurred:

               (i)  Any of the  Consultant's  representations  or  warranties in
                    this  Agreement  is not  materially  true,  accurate  and/or
                    complete;

               (ii) The Consultant has intentionally and continually breached or
                    wrongfully  failed and/or  refused to fulfill and/or perform
                    (A)  any  of  the  Executive's   obligations,   promises  or
                    covenants   under  this   Agreement,   or  (B)  any  of  the
                    warranties,   obligations,  promises  or  covenants  in  any
                    agreement  (other than this Agreement)  entered into between
                    the Companies (or any of them) and the  Consultant,  without
                    cure, if any, as provided in such agreement;

               (iii)The  Consultant has  intentionally  failed and/or refused to
                    obey any lawful and proper  order or  directive of the Board
                    or the Chief  Executive  Officer,  and/or the Consultant has
                    intentionally   interfered  with  the  compliance  by  other
                    employees  of the  Companies  (or any of them) with any such
                    orders or directives;

               (iv) The Consultant has  intentionally  breached the  Executive's
                    fiduciary duties to the Companies (or any of them);

               (v)  The  Consultant has  intentionally  caused the Companies (or
                    any  of  them)  to be  convicted  of a  crime,  or to  incur
                    criminal penalties in material amounts;

               (vi) The  Consultant  has  committed:   (A)  any  act  of  fraud,
                    misrepresentation,  theft, embezzlement or misappropriation,
                    and/or any other dishonest act against the Companies (or any
                    of  them);   or  (B)  any  other  offense   involving  moral
                    turpitude,  which  offense is followed by  conviction  or by
                    final action of any court of law; or (C) a felony;

               (vii)The Consultant  repeatedly and intemperately uses alcohol or
                    drugs, to the extent that such use (A) interferes with or is
                    likely to interfere with the consultant's ability to perform
                    the Consultant's  duties,  and/or (B) endangers or is likely
                    to endanger  the life,  health,  safety,  or property of the
                    Consultant,  the  Companies  (or any of them),  or any other
                    person;

               (viii) The Consultant has intentionally demonstrated or committed
                    such acts of racism, sexism or other discrimination as would
                    tend to bring the  Companies  (or any of them)  into  public
                    scandal or ridicule,  or could otherwise  result in material
                    and   substantial   harm   to  the   business,   reputation,
                    operations,  affairs or financial  position of the Companies
                    (or any of them); and/or

               (ix) The Consultant  engaged in other conduct  constituting legal
                    cause for termination.

No act,  nor  failure  to act,  on the  Consultant's  part  shall be  considered
"intentional"  unless the consultant has acted, or failed to act, with a lack of
good faith and with a lack of reasonable belief that the consultant's  action or
failure to act was in the best  interests of the Companies (or any of them).  In
the event the consultant is both Disabled and the provisions of subsection (vii)
of this section 1(f) are applicable,  the Companies shall have the right to deem
such event as a Termination By Companies For Cause.

          (g)  "Termination   By   Consultant   For  Good   Reason"   means  the
               consultant's   termination  of  this   Agreement   based  on  his
               reasonable  determination  that one of the  following  events has
               occurred:

               (i)  Any of the  representations  or warranties in this Agreement
                    made by the  Companies  are not  materially  true,  accurate
                    and/or complete;

               (ii) The Companies (or any of them) intentionally and continually
                    breach or  wrongfully  fail to fulfill or perform  (A) their
                    obligations,  promises or covenants under this Agreement; or
                    (B) any  warranties,  obligations,  promises or covenants in
                    any  agreement  (other  than this  Agreement)  entered  into
                    between the Companies  (or any of them) and the  Consultant,
                    without cure, if any, as provided in such agreement;

               (iii)The Companies  terminate this Agreement and the Consultant's
                    employment   hereunder,   and  such   termination  does  not
                    constitute Termination By Companies For Cause;

If any of the events  described in this  section 1(g) occurs,  and such event is
reasonably  susceptible  of being cured,  the  Companies  shall be entitled to a
grace  period of thirty (30) days  following  receipt of written  notice of such
event to effect such cure.

         2.       EMPLOYMENT OBLIGATIONS

(a)  Engagement;  Duties.  The Company hereby engages the Consultant to continue
     to execute the duties as described in the recitals.

The Consultant shall report solely to the Company's Chief Executive Officer. The
Executive's  responsibilities  with respect to the  Companies  may be changed or
supplemented  by  the  Chief  Executive  Officer  from   time-to-time,   in  his
discretion.  The Consultant shall be reasonably available to travel as the needs
of the business of the Companies may require.

(b)  Performance.  The  Consultant  shall  devote a minimum  of 4 days per month
     solely  and  exclusively  to the  performance  of the  Consultant's  duties
     hereunder and the business of the Companies.  The  Consultant  shall at all
     times faithfully, loyally, conscientiously,  diligently and, to the best of
     the  consultant's  ability,  perform  all of the  Consultant's  duties  and
     obligations  under this Agreement,  and otherwise promote the interests and
     welfare  of the  Companies,  all  consistent  with  the  highest  and  best
     standards of the Companies'  industry.  The Consultant:  (i) shall strictly
     comply with and adhere to all applicable laws, and the Companies'  Articles
     of Incorporation, Bylaws and policies; (ii) shall obey all reasonable rules
     and  regulations  and  policies now in effect or as  subsequently  modified
     governing  the conduct of employees of the  Companies,  and (iii) shall not
     commit any acts of gross negligence, willful misconduct,  dishonesty, fraud
     or misrepresentation,  racism, sexism or other discrimination, or any other
     acts which would tend to bring the  Companies  (or any of them) into public
     scandal or  ridicule,  or would  otherwise  result in material  harm to the
     business or reputation of the Companies or any of them.

(c)  Facilities  and Services.  The Companies  shall provide such support staff,
     facilities,  equipment and supplies as are reasonably necessary or suitable
     for the adequate  performance of the  Consultant's  duties and  obligations
     under this Agreement, including technical and secretarial help.

         3.       TERM

(a)  Initial  Term.  Unless this  Agreement is  previously  terminated by either
     party as  provided in section 10 below,  the  Companies  hereby  employ the
     Consultant  pursuant  to the terms of this  Agreement,  and the  Consultant
     hereby accepts such  engagement,  for the period beginning on March 1, 1999
     and ending on February 28, 2002. (the "Initial Term").

(b)  Automatic  Renewal;  Termination by the  Companies.  This Agreement will be
     automatically  renewed for  additional and  consecutive  one (1) year terms
     (each,  a "Renewal  Term")  following  the  expiration  of each  Initial or
     Renewal Term, (each a "Term"),  unless either party gives written notice to
     the other party,  no later than sixty (60) days prior to the  expiration of
     the then pending  Term, of its or his election not to  automatically  renew
     this Agreement for an additional year.

         4.       COMPENSATION

(a)  Annual Fee.  During the Term, the Companies  shall pay to the Consultant an
     annual fee of One Hundred Twenty Thousand Dollars ($120,000). The fee shall
     be paid in monthly  installments  of ten thousand  dollars per month on the
     first working day of each calendar month.

(b)  Annual  Review.  Commencing  on  March  1,  2000,  and on  each  March  1st
     thereafter,  the then effective Annual Fee may be increased (but may not be
     decreased) by an amount deemed  appropriate  by the Company's  compensation
     committee

(c)  Payment of  Compensation.  The  compensation  to be paid hereunder shall be
     paid  entirely  by the  Company  or in part by the  Company  and any  other
     subsidiary, as they may mutually agree.

         5.       BUSINESS EXPENSES

During the Term of this Agreement the Consultant is authorized to incur, and the
Companies shall directly pay or reimburse to the Consultant,  his reasonable and
necessary business  expenses,  duly and actually incurred in connection with the
duties  and  services  to be  performed  by  the  Consultant  pursuant  to  this
Agreement,  including without limitation  entertainment,  meals, travel, lodging
and other similar out-of-pocket  expenses,  upon the Consultant's  submission to
the Companies of itemized expense statements setting forth the date, purpose and
amount of the expense  incurred,  together with  corresponding  receipts showing
payment  by the  Consultant  in  cases  where  he  seeks  reimbursement,  all in
conformity  with  business   expense  payment  and/or   reimbursement   policies
established  by the Companies  from time to time, all of which shall comply with
the  substantiation  requirements  of any  applicable  taxing  authorities,  and
regulations   promulgated  by  such  authorities  thereto,   pertaining  to  the
deductibility  of such expenses.  Direct payment and/or  reimbursement  shall be
made by the  Companies  no later than  fifteen  (15) days from the date that the
foregoing documentation is submitted by the Consultant.

          6.   NONCOMPETITION,    NONSOLICITATION    AND   NONINTERFERENCE   AND
               PROPRIETARY PROPERTY AND CONFIDENTIAL

                                               INFORMATION PROVISIONS.

          (a)  Noncompetition.

               (1)  "Applicable Definitions" For purposes of this section 9, the
                    following  capitalized  terms shall have the definitions set
                    forth below:

                    i.   "Business  Segments" - The term "Business  Segments" is
                         defined as each of the  Companies'  products or product
                         lines.

                    ii.  "Competitive   Business"   -  The   term   "Competitive
                         Business"  is defined  as any  business  that  directly
                         competes with the Companies' Business Segments, whether
                         such   business  is  conducted  by  a   proprietorship,
                         partnership, corporation or other entity or venture.

                    iii. "Territory"  - The term  "Territory"  is defined as the
                         geographic  area (both  within  the  United  States and
                         internationally)  in which  each  Business  Segment  is
                         carried  on  including,  by  way  of  example  and  not
                         limitation,  the  entire  geographic  area in which the
                         Companies  conduct  various  phases  of  such  Business
                         Segment,     including     purchasing,      production,
                         distribution, promotional and marketing activities, and
                         sales.

               (2)  Covenant Not To Compete.  The Executive hereby covenants and
                    agrees  that  during the term of this  Agreement,  and for a
                    period  of one (1)  year  from the date  this  Agreement  is
                    terminated or expires, the Executive shall not, with respect
                    to each  Business  Segment and within the  boundaries of the
                    Territory  applicable to such Business Segment,  without the
                    prior written consent of the Companies (which consent may be
                    withheld in the sole and absolute  discretion of Companies),
                    directly or indirectly, either alone or in association or in
                    connection   with  or  on  behalf  of  any   person,   firm,
                    partnership,  corporation  or other  entity or  venture  now
                    existing or hereafter  created:  (i) be or become interested
                    or engaged in, directly or indirectly,  with any Competitive
                    Business including, without limitation, being or becoming an
                    organizer,   investor,   lender,  partner,  joint  venturer,
                    stockholder,    officer,   director,    employee,   manager,
                    independent  sales  representative,  associate,  consultant,
                    agent,  supplier,  vendor,  vendee, lessor, or lessee to any
                    Competitive  Business, or (ii) in any manner associate with,
                    or aid or abet or give  information or financial  assistance
                    to any Competitive  Business, or (iii) use or permit the use
                    of the  Executive's  name or any part  thereof to be used or
                    employed  in  connection  with  any   Competitive   Business
                    (collectively    and    severally,    the    "Noncompetition
                    Covenants").  Notwithstanding the foregoing,  the provisions
                    of this  section  9(a)2  shall not be deemed to prevent  the
                    purchase  or  ownership  by  the   Executive  as  a  passive
                    investment of the outstanding capital shares of any publicly
                    held  corporation,  so long as any other  obligation or duty
                    under the Noncompetition Covenants are not breached.

               (3)  Separate  Covenants.  The Noncompetition  Covenants shall be
                    construed   to  be  divided   into   separate  and  distinct
                    Noncompetition  Covenants  with respect to (i) each Business
                    Segment  and (ii) each  matter or type of conduct  described
                    therein. Each of such divided Noncompetition Covenants shall
                    be separate and distinct from all such other  Noncompetition
                    Covenants  with  respect  to the same or any other  Business
                    Segment.

               (4)  Acknowledgements.  The Executive  acknowledges that: (i) the
                    covenants   and   the   restrictions    contained   in   the
                    Noncompetition  Covenants are  necessary,  fundamental,  and
                    required  for  the   protection   of  the  business  of  the
                    Companies;  (ii)  the  Noncompetition  Covenants  relate  to
                    matters  which are of a special,  unique  and  extraordinary
                    value;  and  (iii)  a  breach  of any of the  Noncompetition
                    Covenants will result in irreparable  harm and damages which
                    cannot be adequately compensated by a monetary award.

               (5)  Judicial  Limitation.  Notwithstanding the foregoing,  if at
                    any time a court of  competent  jurisdiction  holds that any
                    portion of any  Noncompetition  Covenant is unenforceable by
                    reason  of its  extending  for too great a period of time or
                    over too great a geographical area or by reason of its being
                    too  extensive  in any other  respect,  such  Noncompetition
                    Covenant  shall  be  interpreted  to  extend  only  over the
                    maximum  period  of  time,  maximum  geographical  area,  or
                    maximum extent in all other respects, as the case may be, as
                    to which it may be  enforceable,  all as  determined by such
                    court in such action.

                  (b)      Nonsolicitation and Noninterference.

                    (1)  Covenants.  The Consultant  hereby covenants and agrees
                         that  during  the  term  of this  Agreement,  and for a
                         period  of two (2) years  from the date this  Agreement
                         terminates or expires,  the Executive shall not, either
                         for  the   Consultant's  own  account  or  directly  or
                         indirectly  in  conjunction  with or on  behalf  of any
                         person,  partnership,  corporation  or other  entity or
                         venture:

                    i.   Solicit  or employ or  attempt to solicit or employ any
                         person who is then or has,  within  twelve  (12) months
                         prior thereto, been an officer, partner, manager, agent
                         or employee of the  Companies  or any  affiliate of the
                         Companies  whether or not such a person  would commit a
                         breach of that person's contract of employment with the
                         Companies  (or any of  them),  if  any,  by  reason  of
                         leaving   the   service   of   the    Companies    (the
                         "Nonsolicitation Covenant"); or

                    ii.  On behalf of,  directly or indirectly,  any Competitive
                         Business (as such term is defined in section 9(a)1.ii.,
                         or  for  the   purpose   of  or  with  the   reasonably
                         foreseeable  effect  of  harming  the  business  of the
                         Companies,  solicit the business of any person, firm or
                         company  which is then,  or has been at any time during
                         the   preceding   twelve  (12)  months  prior  to  such
                         solicitation, a customer, client, contractor,  supplier
                         or  vendor  of the  Companies  (or  any of  them)  (the
                         "Noninterference Covenant)".

               (2)  Acknowledgments.  Each of the parties acknowledges that: (i)
                    the  covenants  and  the   restrictions   contained  in  the
                    Nonsolicitation and Noninterference Covenants are necessary,
                    fundamental,   and  required  for  the   protection  of  the
                    Companies' businesses; (ii) such Covenants relate to matters
                    which are of a special,  unique and extraordinary value; and
                    (iii) a breach of either of such  Covenants  will  result in
                    irreparable  harm and  damages  which  cannot be  adequately
                    compensated by a monetary award.

               (3)  Judicial  Limitation.  Notwithstanding the foregoing,  if at
                    any time, despite the express agreement of the Companies and
                    the Consultant, a court of competent jurisdiction holds that
                    any  portion  of  any   Nonsolicitation  or  Noninterference
                    Covenant is unenforceable by reason of its extending for too
                    great a  period  of  time  or by  reason  of its  being  too
                    extensive  in any  other  respect,  such  Covenant  shall be
                    interpreted  to extend only over the maximum  period of time
                    or to the maximum extent in all other respects,  as the case
                    may be, as to which it may be enforceable, all as determined
                    by such court in such action.

                  (c)      Proprietary Property; Confidential Information.

                    (1)  "Applicable  Definitions"  For purposes of this section
                         9(c),  the following  capitalized  terms shall have the
                         definitions set forth below:

                           i.    "Confidential    Information"    -   The   term
         "Confidential Information" is collectively and severally defined as any
         information,  matter  or thing of a  secret,  confidential  or  private
         nature, whether or not so labeled, which is connected with the business
         or methods of operation of the Companies (or any of them) or concerning
         any of their suppliers,  customers, licensors, licensees or others with
         whom the  Companies  (or either of them) have a business  relationship,
         and which has current or potential  value to the  Companies  (or any of
         them) or the  unauthorized  disclosure of which could be detrimental to
         the  Companies  (or any of  them).  Confidential  Information  shall be
         broadly  defined  and  shall  include,   by  way  of  example  and  not
         limitation,:  (i)  matters  of a  business  nature  available  only  to
         management  and  owners of the  Companies  of which the  Executive  may
         become aware (such as  information  concerning  customers,  vendors and
         suppliers,  including  their  names,  addresses,  credit  or  financial
         status,  buying or selling  habits,  practices,  requirements,  and any
         arrangements  or  contracts  that  the  Companies  may have  with  such
         parties,  the Companies' marketing methods,  plans and strategies,  the
         costs of materials,  the prices for which the Companies  obtain or have
         obtained or at which the Companies  sell or have sold their products or
         services,  the Companies'  manufacturing and sales costs, the amount of
         compensation  paid to  employees  of the  Companies  and other terms of
         their employment,  financial  information such as financial statements,
         budgets and  projections,  and the terms of any contracts or agreements
         the Companies have entered into) and (ii) matters of a technical nature
         (such  as  product  information,  trade  secrets,  know-how,  formulae,
         innovations,  inventions,  devices, discoveries,  techniques,  formats,
         processes,  methods,  specifications,  designs,  patterns,  schematics,
         data,  compilation  of  information,  test  results,  and  research and
         development projects).  For purposes of the foregoing,  the term "trade
         secrets" shall mean the broadest and most inclusive  interpretation  of
         trade  secrets as defined by the  Uniform  Trade  Secrets Act and cases
         interpreting the scope of the Uniform Trade Secrets Act.

                           ii.  "Proprietary  Property" - The term  "Proprietary
         Property"  is  collectively  and  severally  defined as any  written or
         tangible  property,  or information stored in electronic media owned or
         used by the Companies in connection with the business of the Companies,
         whether  or  not  such   property   also   qualifies  as   Confidential
         Information.  Proprietary  Property shall be broadly  defined and shall
         include,  by way of  example  and not  limitation,  products,  samples,
         equipment,   files,  lists,  books,  notebooks,   records,   documents,
         memoranda,  reports,  patterns,  schematics,   compilations,   designs,
         drawings,  data,  test  results,  contracts,  agreements,   literature,
         correspondence, spread sheets, computer programs and software, computer
         print outs,  other written and graphic records,  and the like,  whether
         originals,  copies,  duplicates  or  summaries  thereof,  affecting  or
         relating to the  business of Company,  financial  statements,  budgets,
         projections, invoices.

     (2)  Ownership of Proprietary  Property.  The Consultant  acknowledges that
          all  Proprietary  Property  which the  Consultant  may  prepare,  use,
          observe,  come into  possession of and/or control shall, at all times,
          remain  the  sole  and  exclusive  property  of  the  Companies.   The
          Consultant  shall,  upon demand by the  Companies at any time, or upon
          the  cessation of the  Consultant's  employment,  irrespective  of the
          time,  manner,  cause or lack of cause of such cessation,  immediately
          deliver to the Companies or their designated agent, in good condition,
          ordinary  wear and tear and damage by any cause beyond the  reasonable
          control  of the  Consultant  excepted,  all  items of the  Proprietary
          Property  which are or have  been in the  Consultant's  possession  or
          under his control,  as well as a statement  describing the disposition
          of all  items of the  Proprietary  Property  beyond  the  consultant's
          possession  or  control  in the  event  that  the  Consultant  has not
          previously  returned  such items of the  Proprietary  Property  to the
          Companies.

     (3)  Agreement  Not  to  Use  or  Divulge  Confidential  Information.   The
          Consultant  agrees that he will not, in any  fashion,  form or manner,
          unless specifically  consented to in writing by the Companies,  either
          directly or indirectly use, divulge, transmit or otherwise disclose or
          cause to be used, divulged,  transmitted or otherwise disclosed to any
          person,  firm or corporation,  in any manner whatsoever (other than in
          the consultant's  performance of duties for the Companies or except as
          required by law) any Confidential  Information of any kind,  nature or
          description.  The  foregoing  provisions  shall  not be  construed  to
          prevent the  consultant  from making use of or disclosing  information
          which is in the public  domain  through  no fault of the  cjonsultant,
          provided,  however,  specific information shall not be deemed to be in
          the public domain  merely  because it is  encompassed  by some general
          information  that  is  published  or in the  public  domain  or in the
          consultant's  possession prior to the consultant's employment with the
          Companies.

     (4)  Acknowledgment  of  Secrecy.  The  consultant  acknowledges  that  the
          Confidential  Information  is not generally  known to the public or to
          other persons who can obtain economic value from its disclosure or use
          and that the Confidential  Information  derives  independent  economic
          value thereby, and the Executive agrees that he shall take all efforts
          reasonably  necessary to maintain the secrecy and  confidentiality  of
          the Confidential Information and to otherwise comply with the terms of
          this Agreement.

     (5)  Inventions,   Discoveries.   The  Consultant   acknowledges  that  any
          inventions,  discoveries or trade secrets,  whether patentable or not,
          made or found by the  Consultant in the scope of his  employment  with
          the Companies constitute property of the Companies and that any rights
          therein now held or hereafter acquired by the Consultant  individually
          or in  any  capacity  are  hereby  transferred  and  assigned  to  the
          Companies,   and  agrees  to  execute  and  deliver  any  confirmatory
          assignments, documents or instruments of any nature necessary to carry
          out the intent of this section when requested by the Companies without
          further  compensation  therefor,  whether or not the Cjonsultant is at
          the time employed by the Companies. Provided, however, notwithstanding
          the  foregoing,  the  Executive  shall not be  required  to assign his
          rights in any invention which the Consultant developed entirely on his
          own time without using the Companies' equipment,  supplies, facilities
          or trade secret information except for those inventions that either:

          (i)  Relate at the time of  conception or reduction to practice of the
               invention to the Companies'  business,  or actual or demonstrably
               anticipated research or development of the Companies; or

          (ii) Result  from  any  work  performed  by  the  Consultant  for  the
               Companies.

                  The  Consultant  understands  that he bears the full burden of
proving to the Companies  that an invention  qualifies  fully under this section
9(c)(5).

         10.      TERMINATION OF AGREEMENT BEFORE EXPIRATION OF TERM

          (c)  Death  or  Disability.  Notwithstanding  any  other  term of this
               Agreement,  the applicable Term shall terminate upon the death or
               Disability of the Consultant.

          (d)  Change  In  Control.  Notwithstanding  any  other  term  of  this
               Agreement,  the  applicable  Term shall,  at the  election of the
               Consultant delivered by written notice to the Company,  terminate
               effective upon a Change In Control.

                  (e)  Termination  of  Agreement by  Companies  for Cause.  The
Companies may terminate this Agreement and the Consultant's employment hereunder
at any time in the event such termination  constitutes  Termination By Companies
For Cause, upon giving written notice to the Consultant specifying in reasonable
detail (i) the event which  constitutes the cause;  (ii) the pertinent facts and
circumstances  underlying  the  cause;  and  (iii)  the  effective  date  of the
termination  (not to exceed  ninety {90} days from the date of such notice,  but
which date may, at the  Companies'  election,  be effective upon receipt of said
written notice by the Consultant).  Such notice shall also afford the Consultant
an  opportunity  to be heard in person by the Board (with the  assistance of the
Consultant's legal counsel, if the Consultant so desires). Such hearing shall be
held  reasonably  promptly  after such  notice  but,  in any  event,  before the
effective date of the prospective termination.

                  (f) Termination of Agreement by Executive for Good Reason. The
Consultant  may  terminate  this  Agreement  and  the  Consultant's   employment
hereunder at any time in the event such termination  constitutes  Termination By
Executive  For  Good  Reason,  upon  giving  written  notice  to  the  Companies
specifying in reasonable detail (i) the event which constitutes the good reason;
(ii) the pertinent facts and circumstances underlying the good reason; and (iii)
the effective date of termination  (which,  in the case of an event described in
section 1(g) which is reasonably  susceptible of being cured,  shall not be less
than thirty {30} days from the date of such notice).

                  .

11.  EFFECT OF TERMINATION  ATTRIBUTABLE TO DEATH OR DISABILITY;  TERMINATION BY
     COMPANIES FOR CAUSE; TERMINATION BY EXECUTIVE WITHOUT GOOD REASON:

                  In  the  event  the  Consultant's   employment   hereunder  is
terminated before the expiration of a Term, and such termination is attributable
to (i) an event  defined  as  Death or  Disability;  (ii) an  event  defined  as
Termination By Companies For Cause;  (iii)  termination  by the Executive  which
does not constitute  Termination  By Executive For Good Reason,  then all rights
and obligations of the Companies and the Consultant  under section 2 [Employment
Obligations],  section 4  [Compensation],  section 5  [Business  Expenses],  and
section 9 [Noncompetition,  Nonsolications and  Noninterference  and Proprietary
Property and  Confidential  Information  Provisions]  shall  terminate as of the
effective date of the termination; provided, however:

                  (a) The  Companies  shall  pay the  Consultant's  accrued  but
unpaid Annual Fees through the effective  date of the  termination  on or before
the close of business on such effective date,. provided, that if the termination
is due to the death or Disability  of the  Executive,  then the Companies  shall
also pay to the Consultant or his estate the Consultant's  then effective Annual
Fee as set forth in section 4(a),  said payment to be calculated for the balance
of the year during which the death or Disability occurred, but in no event shall
such payment total less than one-half of the Annual Fee for the year

                  (b) The  Companies  shall  reimburse  the  Consultant  for any
business  expenses  incurred  prior to the  effective  date of the  termination,
within  three  (3)  business  days  after  the  Consultant's  submission  of the
Consultant's expense report to the Companies;

12.  EFFECT OF TERMINATION WHERE TERMINATION  ATTRIBUTABLE TO CHANGE IN CONTROL;
     TERMINATION BY CONSULTANT FOR GOOD REASON; TERMINATION BY COMPANIES WITHOUT
     CAUSE

         In the event the Consultant's employment hereunder is terminated before
the expiration of a Term, and such  termination is  attributable to (i) an event
defined  as a Change in  Control;  (ii) an event  defined  as a  Termination  by
Executive for Good Reason; and/or (iii) termination by the Board of Directors of
IFS  International,  Inc., a Delaware  corporation,  which does not constitute a
Termination for Cause;  then all rights and obligations of the Companies and the
Consultant under section 2 [Employment  Obligations],  section 4 [Compensation],
and section 5 [Business Expenses shall terminate as of the effective date of the
termination date;  provided,  however:  that the Consultant shall receive,  in a
lump sum and without  discount to present value,  an amount equal to: the sum of
the Consultant's  Annual Fee (calculated at the then current rate) multiplied by
the larger of either (x) the number of years then  remaining in the term of this
Agreement (calculated to the nearest day as of the termination date), or (y) two
years. In addition:

                  (a) The  Companies  shall  reimburse  the  Consultant  for the
         Consultant's  business  expenses incurred through the effective date of
         the  termination,  within three (3) business  days of the  Consultant's
         submission of the Consultant's expense report to the Companies.

The  Consultant  shall not be  required  to  mitigate  the amount of any payment
pursuant to this section 12 by seeking other  employment  or  otherwise,  and no
such  payment  shall be offset or reduced by the amount of any  compensation  or
benefits provided to the Consultant in any subsequent employment. The provisions
of this  section  12 shall be in lieu of any  remedy  or  damages  to which  the
Consultant  may be  entitled  by  reason of a breach  of this  Agreement  by the
Companies, whether such remedy may be recovered at law or in equity.

         13.      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:

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

               (xi) 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).

               (xii)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.

         14.      MISCELLANEOUS

                  (a)  Preparation  of  Agreement;   Costs  and  Expenses.  This
Agreement  was prepared by the  Companies  solely on behalf of such party.  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.

                  (b)   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.

     (c)  Interpretation.

          (i)  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.

          (ii) 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.

          (iii)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.

          (iv) 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.

          (v)  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.

          (vi) Parties in Interest.  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.

          (vii)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.

          (viii)  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.

                  (d)      Enforcement.

          (i)  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.

          (ii) Consent to  Jurisdiction;  Service  of  Process.  Any  "action or
               proceeding"  (as such term is defined  below)  arising  out of or
               relating to this Agreement in which the Company seeks  injuncture
               or  other  equitable  relief  shall be  filed  in and  heard  and
               litigated  solely before the state courts of New York. Each party
               generally and unconditionally  accepts the exclusive jurisdiction
               of such  courts and venue  therein;  consents  to the  service of
               process  in  any  such  action  or  proceeding  by  certified  or
               registered  mailing of the summons and  complaint  in  accordance
               with the  notice  provisions  of this  Agreement;  and waives any
               defense or right to object to venue in said courts based upon the
               doctrine of "forum non conveniens."

          (iii)Waiver of Right to Jury  Trial.  Each party  hereby  waives  such
               party's respective right to a jury trial of any claim or cause of
               action which is to be heard and  litigated in New York's  courts.
               Each party acknowledges that this waiver is a material inducement
               to  each  other  party  hereto  to  enter  into  the  transaction
               contemplated  hereby;  that each other party has  already  relied
               upon this waiver in entering into this  Agreement;  and that each
               other party will  continue to rely on this waiver in their future
               dealings.  Each party warrants and represents that such party has
               reviewed  this waiver with such party's legal  counsel,  and that
               such party has  knowingly and  voluntarily  waived its jury trial
               rights following consultation with such legal counsel.

          (iv) Consent to Specific  Performance and Injunctive Relief and Waiver
               of Bond or  Security.  Each  party  acknowledges  that the  other
               party(s)  hereto may, as a result of such  party's  breach of its
               covenants and obligations under this Agreement, sustain immediate
               and long-term substantial and irreparable injury and damage which
               cannot be reasonably or adequately compensated by damages at law.
               Consequently, each party agrees that in the event of such party's
               breach or  threatened  breach of its  covenants  and  obligations
               hereunder,  the other non-breaching party(s) shall be entitled to
               obtain  from a court of  competent  equitable  relief  including,
               without limitation,  enforcement of all of the provisions of this
               Agreement by specific  performance and/or temporary,  preliminary
               and/or permanent  injunctions enforcing any of the rights of such
               non-breaching  party(s),  requiring  performance by the breaching
               party,  or  enjoining  any  breach by the  breaching  party,  all
               without  proof of any  actual  damages  that  have been or may be
               caused  to  such   non-breaching   party(s)  by  such  breach  or
               threatened  breach  and  without  the  posting  of bond or  other
               security in  connection  therewith.  The party  against whom such
               action or  proceeding  is  brought  waives  the claim or  defense
               therein that the party  bringing the action or proceeding  has an
               adequate  remedy  at law and  such  party  shall  not  allege  or
               otherwise  assert the legal  position that any such remedy at law
               exists. Each party agrees and acknowledges: (i) that the terms of
               this subsection are fair, reasonable and necessary to protect the
               legitimate interests of the other party(s); (ii) that this waiver
               is a material  inducement to the other party(s) to enter into the
               transaction  contemplated  hereby;  (iii) that the other party(s)
               has  already  relied  upon  this  waiver  in  entering  into this
               Agreement; and (iv) that each party will continue to rely on this
               waiver  in  their  future  dealings.   Each  party  warrants  and
               represents  that such party has reviewed this provision with such
               party's  legal  counsel,  and that such party has  knowingly  and
               voluntarily  waived its rights following  consultation with legal
               counsel.

          (v)  Recovery of Fees and Costs. If any party institutes or should the
               parties  otherwise  become a party to any  action  or  proceeding
               based upon or arising out of this  Agreement  including,  without
               limitation,  to  enforce  or  interpret  this  Agreement  or  any
               provision  hereof, or for damages by reason of any alleged breach
               of this Agreement or any provision  hereof,  or for a declaration
               of  rights  in  connection  herewith,  or for any  other  relief,
               including   equitable   relief,  in  connection   herewith,   the
               "prevailing  party" (as such term is  defined  below) in any such
               action or  proceeding,  whether or not such action or  proceeding
               proceeds to final judgment or determination, shall be entitled to
               receive from the non-prevailing  party as a cost of suit, and not
               as damages,  all fees,  costs and expenses of enforcing any right
               of  the  prevailing  party  (collectively,   "fees  and  costs"),
               including without limitation,  (1) reasonable attorneys' fees and
               costs and expenses,  (2) witness fees (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;  including,  without limitation, fees incurred in the
               following:  (A) postjudgment  motions; (B) contempt  proceedings;
               (C) garnishment,  levy, and debtor and third party  examinations;
               (D)  discovery;  and  (E)  bankruptcy  litigation.   All  of  the
               aforesaid fees and costs shall be deemed to have accrued upon the
               commencement of such action and shall be paid whether or not such
               action is prosecuted  to judgment.  Any judgment or order entered
               in such action shall contain a specific  provision  providing for
               the recovery of attorney the aforesaid  fees,  costs and expenses
               incurred in enforcing  such judgment 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 after its
               consideration  of all  damages  and  equities  in the  action  or
               proceeding,  whether or not the action or proceeding  proceeds to
               final   judgment  (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).

                  (e)      Arbitration.

          (i)  Jurisdiction.  Except as  otherwise  provided  in Par.  14(d)(ii)
               above,  The parties hereby agree that all  controversies,  claims
               and matters of difference 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 following shall be
               considered  Controversies  for this  purpose:  (A) all  questions
               relating  to the  breach of any  obligation,  warranty,  promise,
               right or  condition  hereunder;  (B) the  failure of any party to
               deny or reject a claim or demand of any other party;  and (C) any
               question as to whether the right to  arbitrate a certain  dispute
               exists.  This  agreement  to  arbitrate  shall be  self-executing
               without the necessity of filing any action in any court and shall
               be specifically enforceable under the prevailing arbitration law.

          (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)Selection  of  Arbitrator.  Within ten (10)  business  days after
               receipt  of an  Arbitration  Notice by the  parties,  they  shall
               mutually  agree  upon  a  single  arbitrator  (the  "Arbitrator")
               selected  from a panel of  retired  judges  from the  Arbitration
               Authority.   If  the   parties  are  unable  to  agree  upon  the
               Arbitrator,  then the parties shall, within fifteen (15) business
               days  after  receipt  of an  Arbitration  Notice by the  parties,
               obtain a list of panelists from the  Arbitration  Authority equal
               to the  number of parties  plus one.  The  Arbitration  Authority
               shall  arrange  and  conduct a  conference  in  person  and/or by
               telephone with all of the parties at a mutually  acceptable  time
               no earlier than ten (10) business  days, and no later than twenty
               (20) business days,  after its delivery of the list of panelists.
               At  such  conference,   the  parties  shall,  in  such  order  as
               determined  by the  Arbitration  Authority,  strike one name from
               such  list  (with  no  party  being  allowed  to  strike  a  name
               previously  stricken),  and the remaining  panelist  shall be the
               Arbitrator. In the event two or more parties desire to strike the
               name of the same  arbitrator,  then the first party to notify the
               Arbitration  Authority of their  decision shall be deemed to have
               stricken  such name,  in which  case such other  party or parties
               must strike another name.

          (iv) Representation. Each party shall have the right to be represented
               by legal counsel throughout the Arbitration.

          (v)  Discovery. The parties shall have the right to engage any and all
               comment discovery pertaining to civil litigation as they would be
               entitled to pursuant to the laws of civil  procedure of the state
               of New York.

          (vi) Application  of Law;  Scope  of  Powers;  Written  Decision.  The
               Arbitrator  shall apply such principles of law and shall endeavor
               to decide the controversy as though the Arbitrator was a judge in
               a New York court of law.

          (vii)Written   Decision.   The  Arbitrator  shall  prepare  a  written
               decision,  signed by the  Arbitrator,  that  shall be sent to the
               parties within thirty (30) calendar days following the conclusion
               of the hearing.

          (viii) 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,  in the county in which the  residence  or  principal
               office  of a  non-prevailing  party is  located,  as a basis  for
               judgment  and for the issuance of  execution  for its  collection
               and, at the election of the party  making such  filing,  with the
               clerk  of one or more  other  courts,  state or  federal,  having
               jurisdiction  over  the  party  against  whom  such an  award  is
               rendered, or such party's property.

                  (f)      Assignment and Delegation; Successors and Assigns.

          (i)  Prohibition   Against   Assignment  or   Delegation.   Except  as
               specifically provided in this Agreement,  neither party may sell,
               license,  transfer or assign (whether directly or indirectly,  or
               by merger,  consolidation,  conversion,  sale of assets,  sale or
               exchange of securities, or by operation of law, or otherwise) any
               of such  party's  rights or  interests  or delegate  such party's
               duties or obligations under this Agreement,  in whole or in part,
               including to any subsidiary or any  Affiliate,  without the prior
               written consent of the other party, which consent may be withheld
               in such other party's sole discretion, provided, however:

               (A)  Subject to subsections (B) and (C) below, the Companies may,
                    with the prior  written  consent  of the  Consultant,  which
                    consent  the  Consultant  shall not  unreasonably  withhold,
                    assign all of the rights and delegate all of the obligations
                    of the Companies under this Agreement to any other Person in
                    connection  with the transfer or sale of the entire business
                    of the  Company(ies),  or the merger or consolidation of the
                    Companies  with or into any  other  Person,  so long as such
                    transferee,  purchaser or surviving  Person shall  expressly
                    assumes such obligations of the Companies;

               (B)  Notwithstanding  subsection  (A) above to the  contrary,  no
                    assignment  or  transfer   under   subsection   (A)  may  be
                    effectuated unless the proposed transferee or assignee first
                    executes such  agreements  (including a restated  employment
                    agreement)  in such form as Consultant  may deem  reasonably
                    satisfactory  to (1) evidence the assumption by the proposed
                    transferee or assignee of the  obligations of the Companies;
                    and (2) to ensure that the  Consultant  continues to receive
                    such  rights,  benefits  and  protections  (both  legal  and
                    economic)  as  were   contemplated  by  the  Executive  when
                    entering into this Agreement; and

               (C)  Notwithstanding  subsection  (A) above to the contrary:  (1)
                    any assumption by a successor or assign under subsection (A)
                    above  shall in no way  release  the  Companies  from any of
                    their  obligations  or  liabilities  while a  party  to this
                    Agreement;    and    (2)    any    merger,    consolidation,
                    reorganization,  sale or  conveyance  under  subsection  (A)
                    above  shall  not be deemed to  abrogate  the  rights of the
                    Executive elsewhere  contained in this Agreement,  including
                    without limitation those resulting from a Change In Control.

Any  purported  assignment  or  transfer  in  violation  of the  terms  of  this
subsection  15(f)  shall be null and void ab initio and of no force and  effect,
and shall vest no rights or interests in the purported assignee or transferee.

     (ii) Successors and Assigns. Subject to subsection 15(f)(i) above, each and
     every representation,  warranty,  covenant, condition and provision of this
     Agreement  as it  relates to each party  hereto  shall be binding  upon and
     shall  inure to the  benefit of such party and his,  her or its  respective
     successors and permitted assigns, spouses, heirs, executors, administrators
     and personal and legal  representatives,  including without  limitation any
     successor  (whether  direct  or  indirect,  or  by  merger,  consolidation,
     conversion, purchase of assets, purchase of securities or otherwise).

                  (g) Counterparts;  Electronically  Transmitted Documents. This
Agreement  may be  executed  in  counterparts,  each of which shall be deemed an
original,  and  all  of  which  together  shall  constitute  one  and  the  same
instrument,  binding on all parties hereto. Any signature page of this Agreement
may be detached from any  counterpart  of this  Agreement and  reattached to any
other counterpart of this Agreement  identical in form hereto by having attached
to it one or more additional  signature  pages. If a copy or counterpart of this
Agreement is  originally  executed and such copy or  counterpart  is  thereafter
transmitted  electronically  by  facsimile  or similar  device,  such  facsimile
document  shall for all  purposes be treated as if manually  signed by the party
whose facsimile signature appears.

                  (h) 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)  personal  delivery
(which form of notice shall be deemed to have been given upon delivery), (ii) by
telegraph  or by private  airborne/overnight  delivery  service  (which forms of
notice  shall be  deemed to have  been  given  upon  confirmed  delivery  by the
delivery agency),  (iii) 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 (iv) 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.

         WHEREFORE,  the parties hereto have executed this Agreement in the City
of Albany, State of New York, as of the date first set forth above.

COMPANIES:                             IFS INTERNATIONAL, INC.
                                       a Delaware corporation

                                       By:

                                       IFS INTERNATIONAL, INC.

                                       a New York corporation

                                       By:

EXECUTIVE:                             John P. Singleton, Consultant