Executed Version

THIS COMMON STOCK PURCHASE  WARRANT AND THE SECURITIES  REPRESENTED  HEREBY HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE
TRANSFERRED  IN VIOLATION OF SUCH ACT, THE RULES AND  REGULATIONS  THEREUNDER OR
THE PROVISIONS OF THIS COMMON STOCK PURCHASE WARRANT.

                    Number of Shares of Common Stock: 200,000

                                Warrant No. [__]

                          COMMON STOCK PURCHASE WARRANT

                           To Purchase Common Stock of

                        IFS International Holdings, Inc.

                  THIS IS TO CERTIFY  THAT The Shaar Fund  Ltd.,  or  registered
assigns, is entitled, at any time from the Closing Date (as hereinafter defined)
to  the  Expiration  Date  (as  hereinafter   defined),  to  purchase  from  IFS
International  Holdings,  Inc., a Delaware corporation (the "Company"),  200,000
shares of Common  Stock (as  hereinafter  defined and subject to  adjustment  as
provided herein), in whole or in part, including fractional parts, at a purchase
price per share of $5.44,  subject to adjustment as provided herein,  all on the
terms and conditions and pursuant to the provisions hereinafter set forth.

1.       Definitions

                  As  used  in  this  Common  Stock   Purchase   Warrant   (this
"Warrant"),  the following  terms shall have the  respective  meanings set forth
below:

                  "Additional  Shares of Common  Stock" shall mean all shares of
Common Stock issued by the Company  after the Closing  Date,  other than Warrant
Stock.

                  "Book  Value"  shall  mean,  in respect of any share of Common
Stock on any date herein  specified,  the consolidated book value of the Company
as of the last day of any month immediately  preceding such date, divided by the
number of Fully  Diluted  Outstanding  shares of Common Stock as  determined  in
accordance  with GAAP  (assuming  the  payment of the  exercise  prices for such
shares) by Urbach  Kahn & Werlin PC or any other firm of  independent  certified
public  accountants of recognized  national standing selected by the Company and
reasonably acceptable to the Holder.

                  "Business  Day" shall  mean any day that is not a Saturday  or
Sunday or a day on which  banks are  required or  permitted  to be closed in the
State of New York.

                  "Closing  Date"  shall  have  the  meaning  set  forth  in the
Securities Purchase Agreement.

                  "Commission" shall mean the Securities and Exchange Commission
or any other federal  agency then  administering  the  Securities  Act and other
federal securities laws.

                  "Common Stock" shall mean (except where the context  otherwise
indicates)  the Common  Stock,  par value  $0.001 per share,  of the  Company as
constituted  on the Closing  Date,  and any capital stock into which such Common
Stock may thereafter be changed, and shall also include (i) capital stock of the
Company of any other class (regardless of how denominated) issued to the holders
of shares of Common Stock upon any  reclassification  thereof  which is also not
preferred as to dividends or assets over any other class of stock of the Company
and which is not subject to  redemption  and (ii) shares of common  stock of any
successor or acquiring  corporation received by or distributed to the holders of
Common Stock of the Company in the circumstances contemplated by Section 4.4.

                  "Convertible Securities" shall mean evidences of indebtedness,
shares of stock or other  securities which are convertible into or exchangeable,
with or without  payment of additional  consideration  in cash or property,  for
shares of Common Stock, either immediately or upon the occurrence of a specified
date or a specified event.

                  "Current Market Price" shall mean on any date of determination
the  closing  bid price of a Common  Share on such day as  reported  on  Nasdaq;
provided,  if such  security is not listed or admitted to trading on Nasdaq,  as
reported on the  principal  national  security  exchange or quotation  system on
which such  security  is quoted or listed or  admitted  to  trading,  or, if not
quoted or listed or admitted to trading on any national  securities  exchange or
quotation system, the closing bid price of such security on the over-the-counter
market  on the day in  question  as  reported  by  Bloomberg  LP,  or a  similar
generally accepted reporting service, as the case may be.

                  "Current  Warrant  Price" shall mean, in respect of a share of
Common Stock at any date herein specified,  the price at which a share of Common
Stock may be purchased  pursuant to this  Warrant on such date,  as set forth in
the first paragraph hereof.

                  "Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended,  or any successor federal statute,  and the rules and regulations of
the Commission thereunder, all as the same shall be in effect from time to time.

                  "Exercise  Period"  shall  mean the period  during  which this
Warrant is exercisable pursuant to Section 2.1.

                  "Expiration Date" shall mean March 23, 2003.

                  "Fully  Diluted   Outstanding"  shall  mean,  when  used  with
reference to Common Stock,  at any date as of which the number of shares thereof
is to be determined, all shares of Common Stock Outstanding at such date and all
shares of Common Stock issuable in respect of this Warrant,  outstanding on such
date, and other options or warrants to purchase, or securities convertible into,
shares  of  Common  Stock  outstanding  on  such  date  which  would  be  deemed
outstanding in accordance  with GAAP for purposes of  determining  Book Value or
net income per share.

                  "Fundamental  Corporate  Change"  shall have the  meaning  set
forth in Section 4.4.

                  "GAAP" shall mean generally accepted accounting  principles in
the United States of America as from time to time in effect.

                  "Holder"  shall mean the  Person in whose name the  Warrant or
Warrant  Stock  set  forth  herein is  registered  on the  books of the  Company
maintained for such purpose.

                  "Market Price" per Common Share means the closing price of the
Common  Shares as  reported  on the Nasdaq  SmallCap  Market  ("Nasdaq")  on the
trading day immediately preceding the Closing Date.

                  "Other  Property"  shall have the meaning set forth in Section
4.4.

                  "Outstanding"  shall mean,  when used with reference to Common
Stock, at any date as of which the number of shares thereof is to be determined,
all issued  shares of Common  Stock,  except shares then owned or held by or for
the  account of the Company or any  subsidiary  thereof,  and shall  include all
shares issuable in respect of outstanding scrip or any certificates representing
fractional interests in shares of Common Stock.

                  "Person"  shall  mean  any  individual,  sole  proprietorship,
partnership,  joint  venture,  trust,  incorporated  organization,  association,
corporation,  institution,  public  benefit  corporation,  entity or  government
(whether  federal,  state,  county,  city,  municipal or  otherwise,  including,
without limitation,  any instrumentality,  division,  agency, body or department
thereof).

                  "Registration  Rights  Agreement"  shall mean the Registration
Rights  Agreement  dated as of a date even herewith  between the Company and The
Shaar Fund Ltd., as it may be amended from time to time.

                  "Restricted  Common  Stock"  shall mean shares of Common Stock
which are, or which upon their  issuance on their exercise of this Warrant would
be,  evidenced  by a  certificate  bearing the  restrictive  legend set forth in
Section 9.1(a).

                  "Securities  Act" shall mean the  Securities  Act of 1933,  as
amended, or any successor federal statute,  and the rules and regulations of the
Commission thereunder, all as the same shall be in effect at the time.

                  "Securities  Purchase  Agreement"  shall  mean the  Securities
Purchase  Agreement dated as of a date even herewith between the Company and The
Shaar Fund Ltd., as it may be amended from time to time.

                  "Transfer"  shall  mean  any  disposition  of any  Warrant  or
Warrant  Stock or of any interest in either  thereof,  which would  constitute a
sale thereof within the meaning of the Securities Act.

                  "Transfer  Notice" shall have the meaning set forth in Section
9.2.

                  "Warrant  Price"  shall mean an amount equal to (i) the number
of shares of Common Stock being purchased upon exercise of this Warrant pursuant
to Section 2.1,  multiplied by (ii) the Current  Warrant Price as of the date of
such exercise.

                  "Warrant   Stock"  shall  mean  the  shares  of  Common  Stock
purchased by the holders of the Warrants upon the exercise thereof.

     "Warrants"  shall mean this Warrant and all warrants  issued upon transfer,
division or combination  of, or in substitution  for, any thereof.  All Warrants
shall at all times be identical as to terms and conditions  and date,  except as
to the  number of shares of Common  Stock for which  they may be  exercised.

2. Exercise of Warrant

2.1 Manner of Exercise

                  From and after the Closing Date and until 5:00 p.m.,  New York
time, on the Expiration Date, Holder may exercise this Warrant,  on any Business
Day,  for all or any part of the  number of shares of Common  Stock  purchasable
hereunder.

                  In order to exercise this Warrant, in whole or in part, Holder
shall  deliver to the Company at its principal  office at Rensselaer  Technology
Park, 300 Jordan Rd., Troy, NY 12180,  or at the office or agency  designated by
the Company pursuant to Section 12, (i) a written notice of Holder's election to
exercise this Warrant, which notice shall specify the number of shares of Common
Stock to be purchased,  (ii) to the extent such  exercise is not being  effected
through  a  Cashless  Exercise,  payment  of the  Warrant  Price in cash or wire
transfer  or  cashier's  check  drawn on a United  States  bank and  (iii)  this
Warrant. Such notice shall be substantially in the form of the subscription form
appearing  at the end of this  Warrant as Exhibit A, duly  executed by Holder or
its agent or  attorney.  Upon  receipt of the items  referred to in clauses (i),
(ii) and (iii) above, the Company shall, as promptly as practicable,  and in any
event within five Business Days thereafter,  execute or cause to be executed and
deliver  or cause  to be  delivered  to  Holder a  certificate  or  certificates
representing  the aggregate  number of full shares of Common Stock issuable upon
such  exercise,  together  with  cash in lieu of any  fraction  of a  share,  as
hereinafter  provided.  The stock certificate or certificates so delivered shall
be, to the extent  possible,  in such  denomination or  denominations  as Holder
shall  request in the notice and shall be  registered  in the name of Holder or,
subject to Section 9, such other name as shall be designated in the notice. This
Warrant  shall  be  deemed  to have  been  exercised  and  such  certificate  or
certificates shall be deemed to have been issued, and Holder or any other Person
so  designated  to be named  therein  shall be deemed to have become a holder of
record of such shares for all purposes, as of the date the notice, together with
the cash or check or checks and this  Warrant,  is  received  by the  Company as
described above and all taxes required to be paid by Holder, if any, pursuant to
Section 2.2 prior to the issuance of such shares have been paid. If this Warrant
shall have been exercised in part, the Company shall, at the time of delivery of
the certificate or certificates  representing Warrant Stock, deliver to Holder a
new Warrant  evidencing the rights of Holder to purchase the unpurchased  shares
of Common Stock called for by this Warrant, which new Warrant shall in all other
respects  be  identical  with  this  Warrant,  or,  at the  request  of  Holder,
appropriate  notation  may be made on this  Warrant  and the  same  returned  to
Holder.  Notwithstanding any provision herein to the contrary, the Company shall
not be required to register  shares in the name of any Person who acquired  this
Warrant (or part hereof) or any Warrant Stock  otherwise than in accordance with
this Warrant.

                  Simultaneously  with the exercise of this Warrant,  payment in
full of the  Warrant  Price shall be made,  at the option of the Holder,  (i) by
payment of the  Warrant  Price in cash or by wire  transfer or  cashier's  check
drawn on a United States bank,  (ii) through a net exercise  without  payment of
the Warrant  Price in cash by  providing  notice to the Company of the  Holder's
election  to receive a number of shares of Common  Stock in a Cashless  Exercise
equal to the  product  of (1) the  number of shares  for which  such  Warrant is
exercisable with payment in cash of the Warrant Price as of the date of exercise
and (2) the Cashless  Exercise Ratio or (iii) by any  combination of clauses (i)
and (ii). For purposes of this  Agreement,  the "Cashless  Exercise Ratio" shall
equal a fraction,  the  numerator  of which is the excess of the Current  Market
Price per share of the Common  Stock on the date of  exercise  over the  Current
Warrant Price as of the date of exercise,  and the  denominator  of which is the
Current  Market Price per share of the Common Stock on the date of exercise.  An
exercise of a Warrant in  accordance  with clause (ii) above is herein  called a
"Cashless  Exercise."  Following  a Cashless  Exercise,  this  Warrant  shall be
canceled in all respects with regard to (a) the number of shares of Common Stock
issued in  accordance  with the Cashless  Exercise plus (b) the number of shares
used as consideration for the Cashless Exercise.

2.2      Payment of Taxes and Charges

                  All shares of Common Stock  issuable upon the exercise of this
Warrant  pursuant to the terms  hereof shall be validly  issued,  fully paid and
nonassessable,  freely tradable and without any preemptive  rights.  The Company
shall pay all expenses in connection with, and all taxes and other  governmental
charges that may be imposed  with respect to, the issuance or delivery  thereof,
unless  such tax or charge is  imposed  by law upon  Holder,  in which case such
taxes or charges  shall be paid by Holder.  The Company  shall not be  required,
however,  to pay any tax or other charge imposed in connection with any transfer
involved in the issuance of any  certificate for shares of Common Stock issuable
upon exercise of this Warrant in any name other than that of Holder, and in such
case the Company shall not be required to issue or deliver any stock certificate
until such tax or other charge has been paid or it has been  established  to the
satisfaction of the Company that no such tax or other charge is due.

2.3      Fractional Shares

                  The Company shall not be required to issue a fractional  share
of Common  Stock upon  exercise of any  Warrant.  As to any  fraction of a share
which Holder would  otherwise be entitled to purchase  upon such  exercise,  the
Company  shall pay a cash  adjustment  in respect of such final  fraction  in an
amount equal to the same  fraction of the Market Price per share of Common Stock
as of the Closing Date. 2.4 Continued Validity

                  A holder of shares of Common Stock issued upon the exercise of
this Warrant,  in whole or in part (other than a holder who acquires such shares
after the same have been  publicly  sold  pursuant to a  Registration  Statement
under the Securities Act or sold pursuant to Rule 144 thereunder) shall continue
to be entitled  with respect to such shares to all rights to which it would have
been entitled as Holder under Sections 9, 10 and 14 of this Warrant. The Company
will,  at the time of exercise of this  Warrant,  in whole or in part,  upon the
request of Holder,  acknowledge in writing,  in form reasonably  satisfactory to
Holder,  its continuing  obligation to afford Holder all such rights;  provided,
however,  that if Holder shall fail to make any such request, such failure shall
not affect the continuing obligation of the Company to afford to Holder all such
rights.

3.       Transfer, Division and Combination

3.1      Transfer

                  Subject to compliance with Section 9, transfer of this Warrant
and all rights hereunder,  in whole or in part, shall be registered on the books
of the Company to be maintained for such purpose, upon surrender of this Warrant
at the principal  office of the Company referred to in Section 2.1 or the office
or agency  designated  by the Company  pursuant to Section 12,  together  with a
written assignment of this Warrant substantially in the form of Exhibit B hereto
duly executed by Holder or its agent or attorney and funds sufficient to pay any
transfer  taxes payable upon the making of such  transfer.  Upon such  surrender
and, if required, such payment, the Company shall, subject to Section 9, execute
and deliver a new Warrant or Warrants in the name of the  assignee or  assignees
and in the  denomination  specified in such instrument of assignment,  and shall
issue to the assignor a new Warrant  evidencing  the portion of this Warrant not
so assigned, and this Warrant shall promptly be canceled. A Warrant, if properly
assigned in compliance  with Section 9, may be exercised by a new Holder for the
purchase of shares of Common  Stock  without  having a new warrant  issued.  3.2
Division and Combination

                  Subject to Section 9, this  Warrant may be divided or combined
with other Warrants upon  presentation  hereof at the aforesaid office or agency
of the  Company,  together  with a  written  notice  specifying  the  names  and
denominations  in which new Warrants  are to be issued,  signed by Holder or its
agent or  attorney.  Subject to  compliance  with  Sections 3.1 and 9, as to any
transfer  which may be involved in such  division  or  combination,  the Company
shall  execute and deliver a new Warrant or Warrants in exchange for the Warrant
or Warrants to be divided or combined in accordance with such notice.

3.3      Expenses

     The Company shall prepare, issue and deliver at its own expense (other than
transfer taxes) the new Warrants or Warrants under this Section 3.

3.4      Maintenance of Books

     The Company agrees to maintain,  at its aforesaid  office or agency,  books
for the registration and the registration of transfer of the Warrants.

4.       Adjustments

                  The number of shares of Common Stock for which this Warrant is
exercisable, or the price at which such shares may be purchased upon exercise of
this Warrant,  shall be subject to adjustment  from time to time as set forth in
this  Section 4. The  Company  shall give Holder  notice of any event  described
below which  requires an  adjustment  pursuant to this  Section 4 at the time of
such event.

4.1      Stock Dividends, Subdivisions and Combinations

                  If at any time the Company shall:

(a)  take a record  of the  holders  of its  Common  Stock  for the  purpose  of
entitling  them to  receive a dividend  payable  in, or other  distribution  of,
Additional  Shares of Common  Stock;  (b) subdivide  its  outstanding  shares of
Common Stock into a larger number of shares of Common Stock;  or (c) combine its
outstanding  shares of Common  Stock  into a smaller  number of shares of Common
Stock;

then (i) the  number  of  shares of Common  Stock  for  which  this  Warrant  is
exercisable immediately after the occurrence of any such event shall be adjusted
to equal the number of shares of Common Stock which a record  holder of the same
number of  shares  of  Common  Stock  for  which  this  Warrant  is  exercisable
immediately  prior to the  occurrence  of such event would own or be entitled to
receive  after the happening of such event,  and (ii) the Current  Warrant Price
shall be adjusted  to equal (A) the  Current  Warrant  Price  multiplied  by the
number of  shares  of  Common  Stock  for  which  this  Warrant  is  exercisable
immediately  prior to the  adjustment  divided  by (B) the  number of shares for
which this Warrant is exercisable immediately after such adjustment.

4.2      Certain Other Distributions

                  If at any time the Company  shall take a record of the holders
of its Common Stock for the purpose of entitling them to receive any dividend or
other  distribution  of: (a) cash;  (b) any evidences of its  indebtedness,  any
shares of its stock or any other securities or property of any nature whatsoever
(other than cash,  Convertible Securities or Additional Shares of Common Stock);
or (c) any warrants or other rights to subscribe  for or purchase any  evidences
of its indebtedness, any shares of its stock or any other securities or property
of any nature whatsoever (other than cash,  Convertible Securities or Additional
Shares of Common Stock);

then Holder shall be entitled to receive  such  dividend or  distribution  as if
Holder had exercised the Warrant. A reclassification  of the Common Stock (other
than a change  in par  value,  or from par  value to no par value or from no par
value to par value) into shares of Common Stock and shares of any other class of
stock shall be deemed a distribution by the Company to the holders of its Common
Stock of such  shares of such other  class of stock  within the  meaning of this
Section 4.2 and, if the outstanding shares of Common Stock shall be changed into
a  larger  or  smaller  number  of  shares  of  Common  Stock  as a part of such
reclassification,  such change shall be deemed a subdivision or combination,  as
the case may be, of the outstanding shares of Common Stock within the meaning of
Section 4.1.

4.3      Other Provisions Applicable to Adjustments under this Section

                  The following  provisions shall be applicable to the making of
adjustments  of the number of shares of Common  Stock for which this  Warrant is
exercisable and the Current Warrant Price provided for in this Section 4:

(a) When  Adjustments  to be Made.  The  adjustments  required by this Section 4
shall  be made  whenever  and as  often  as any  specified  event  requiring  an
adjustment shall occur.  For the purpose of any adjustment,  any specified event
shall be deemed to have  occurred  at the close of  business  on the date of its
occurrence.  (b)  Fractional  Interests.  In  computing  adjustments  under this
Section 4,  fractional  interests in Common Stock shall be taken into account to
the nearest 1/10th of a share.

(c) When  Adjustment  not  Required.  If the Company  shall take a record of the
holders  of its Common  Stock for the  purpose  of  entitling  them to receive a
dividend  or   distribution  or  subscription  or  purchase  rights  and  shall,
thereafter and before the distribution to stockholders thereof,  legally abandon
its plan to pay or deliver such dividend, distribution, subscription or purchase
rights,  then thereafter no adjustment shall be required by reason of the taking
of such record and any such adjustment  previously made in respect thereof shall
be rescinded and annulled.

(d)  Challenge to Good Faith  Determination.  Whenever the Board of Directors of
the Company shall be required to make a determination  in good faith of the fair
value of any item under this Section 4, such  determination may be challenged in
good faith by the  Holder,  and any dispute  shall be resolved by an  investment
banking  firm of  recognized  national  standing  selected  by the  Company  and
acceptable to Holder.

4.4 Reorganization,  Reclassification,  Merger,  Consolidation or Disposition of
Assets

                  In case the Company shall  reorganize its capital,  reclassify
its capital  stock,  consolidate or merge with or into another Person (where the
Company is not the survivor or where there is a change in or  distribution  with
respect  to the Common  Stock of the  Company),  or sell,  convey,  transfer  or
otherwise dispose of all or substantially  all its property,  assets or business
to another Person, or effectuate a transaction or series of related transactions
in which more than 50% of the voting  power of the Company is disposed of (each,
a "Fundamental Corporate Change") and, pursuant to the terms of such Fundamental
Corporate  Change,  shares  of  common  stock  of  the  successor  or  acquiring
corporation, or any cash, shares of stock or other securities or property of any
nature whatsoever  (including warrants or other subscription or purchase rights)
in  addition  to or in  lieu of  common  stock  of the  successor  or  acquiring
corporation  ("Other  Property"),  are to be received by or  distributed  to the
holders  of  Common  Stock of the  Company,  then  Holder  shall  have the right
thereafter to receive,  upon  exercise of the Warrant,  such number of shares of
common stock of the successor or acquiring  corporation or of the Company, if it
is the surviving  corporation,  and Other Property as is receivable upon or as a
result of such Fundamental  Corporate Change by a holder of the number of shares
of Common Stock for which this Warrant is exercisable  immediately prior to such
Fundamental  Corporate Change. In case of any such Fundamental Corporate Change,
the  successor  or  acquiring  corporation  (if other  than the  Company)  shall
expressly  assume the due and punctual  observance  and  performance of each and
every covenant and condition of this Warrant to be performed and observed by the
Company  and all the  obligations  and  liabilities  hereunder,  subject to such
modifications  as may be deemed  appropriate (as determined by resolution of the
Board of Directors of the Company) in order to provide for adjustments of shares
of Common Stock for which this Warrant is  exercisable  which shall be as nearly
equivalent as practicable to the adjustments provided for in this Section 4. For
purposes of this  Section  4.4,  "common  stock of the  successor  or  acquiring
corporation"  shall include stock of such  corporation of any class which is not
preferred  as to  dividends  or  assets  over any  other  class of stock of such
corporation  and which is not subject to  redemption  and shall also include any
evidences  of  indebtedness,  shares  of  stock or other  securities  which  are
convertible into or exchangeable for any such stock,  either immediately or upon
the arrival of a specified  date or the  happening of a specified  event and any
warrants  or other  rights to  subscribe  for or purchase  any such  stock.  The
foregoing  provisions  of this Section 4.4 shall  similarly  apply to successive
Fundamental Corporate Change.

4.5      Other Action Affecting Common Stock

                  In case at any  time or from  time to time the  Company  shall
take any action in respect of its Common Stock,  other than any action described
in this Section 4, which would have a materially  adverse effect upon the rights
of  Holder,  the number of shares of Common  Stock  and/or  the  purchase  price
thereof   shall  be  adjusted  in  such  manner  as  may  be  equitable  in  the
circumstances,  as  determined  in good faith by the Board of  Directors  of the
Company.

4.6      Certain Limitations

                  Notwithstanding  anything herein to the contrary,  the Company
agrees  not to enter into any  transaction  which,  by reason of any  adjustment
hereunder,  would cause the Current  Warrant Price to be less than the par value
per share of Common Stock.

5.       Notices to Holder

5.1      Notice of Adjustments

                  Whenever  the number of shares of Common  Stock for which this
Warrant is  exercisable,  or whenever  the price at which a share of such Common
Stock may be purchased upon exercise of the Warrants, shall be adjusted pursuant
to Section 4, the Company shall  forthwith  prepare a certificate to be executed
by the chief  financial  officer of the Company  setting  forth,  in  reasonable
detail,  the  event  requiring  the  adjustment  and the  method  by which  such
adjustment  was  calculated  (including a description  of the basis on which the
Board of Directors of the Company  determined the fair value of any evidences of
indebtedness, shares of stock, other securities or property or warrants or other
subscription  or purchase  rights  referred to in Section 4.2),  specifying  the
number of shares of Common Stock for which this Warrant is  exercisable  and (if
such  adjustment was made pursuant to Section 4.4 or 4.5)  describing the number
and kind of any other  shares of stock or Other  Property for which this Warrant
is exercisable,  and any change in the purchase price or prices  thereof,  after
giving effect to such  adjustment or change.  The Company shall promptly cause a
signed copy of such certificate to be delivered to the Holder in accordance with
Section 14.2. The Company shall keep at its office or agency designated pursuant
to Section 12 copies of all such certificates and cause the same to be available
for inspection at said office during normal  business hours by the Holder or any
prospective purchaser of a Warrant designated by Holder.

5.2      Notice of Corporate Action

                  If at any time:
(a) the Company  shall take a record of the holders of its Common  Stock for the
purpose of entitling  them to receive a dividend or other  distribution,  or any
right to subscribe for or purchase any evidences of its indebtedness, any shares
of stock of any class or any other  securities  or  property,  or to receive any
other right;  or (b) there shall be any capital  reorganization  of the Company,
any  reclassification or recapitalization of the capital stock of the Company or
any consolidation or merger of the Company with, or any sale,  transfer or other
disposition of all or substantially all the property,  assets or business of the
Company  to,  another  corporation;  or  (c)  there  shall  be  a  voluntary  or
involuntary dissolution, liquidation or winding up of the Company;

then, in any one or more of such cases,  the Company shall give to Holder (i) at
least 30 days' prior written  notice of the date on which a record date shall be
selected for such dividend,  distribution or right or for determining  rights to
vote  in  respect  of  any  such   reorganization,   reclassification,   merger,
consolidation, sale, transfer, disposition,  dissolution, liquidation or winding
up, and (ii) in the case of any such reorganization,  reclassification,  merger,
consolidation, sale, transfer, disposition,  dissolution, liquidation or winding
up, at least 30 days' prior written  notice of the date when the same shall take
place.  Such notice in accordance  with the foregoing  clause also shall specify
(i) the date on which any such  record is to be taken  for the  purpose  of such
dividend,  distribution or right,  the date on which the holders of Common Stock
shall be entitled to any such dividend,  distribution  or right,  and the amount
and  character  thereof,  and (ii) the  date on which  any such  reorganization,
reclassification,    merger,   consolidation,   sale,   transfer,   disposition,
dissolution,  liquidation  or winding  up is to take place and the time,  if any
such  time is to be fixed,  as of which the  holders  of Common  Stock  shall be
entitled  to  exchange  their  shares of Common  Stock for  securities  or other
property  deliverable  upon  such  reorganization,   reclassification,   merger,
consolidation, sale, transfer, disposition,  dissolution, liquidation or winding
up. Each such written notice shall be sufficiently  given if addressed to Holder
at the  last  address  of  Holder  appearing  on the  books of the  Company  and
delivered in accordance with Section 14.2. 6. No Impairment

                  The  Company  shall  not by  any  action,  including,  without
limitation,   amending  its   certificate  of   incorporation   or  through  any
reorganization, transfer of assets, consolidation, merger, dissolution, issuance
or sale of  securities  or other  voluntary  action,  avoid or seek to avoid the
observance or performance  of any of the terms of this Warrant,  but will at all
times in good  faith  assist in the  carrying  out of all such  terms and in the
taking of all such  actions as may be necessary  or  appropriate  to protect the
rights of Holder  against  impairment.  Without  limiting the  generality of the
foregoing,  the  Company  will (a) not  increase  the par value of any shares of
Common  Stock  receivable  upon the  exercise of this  Warrant  above the amount
payable  therefor upon such exercise  immediately  prior to such increase in par
value, (b) take all such action as may be necessary or appropriate in order that
the Company may validly and legally issue fully paid and nonassessable shares of
Common Stock upon the exercise of this Warrant,  and (c) use its best efforts to
obtain  all  such  authorizations,   exemptions  or  consents  from  any  public
regulatory  body having  jurisdiction  thereof as may be necessary to enable the
Company to perform its obligations under this Warrant.

                  Upon the  request  of  Holder,  the  Company  will at any time
during the period this Warrant is outstanding  acknowledge  in writing,  in form
satisfactory  to  Holder,  the  continuing  validity  of  this  Warrant  and the
obligations of the Company hereunder.

7.       Reservation and Authorization of Common Stock

                  From and after the  Closing  Date,  the  Company  shall at all
times reserve and keep available for issuance upon the exercise of Warrants such
number  of its  authorized  but  unissued  shares  of  Common  Stock  as will be
sufficient  to permit the  exercise  in full of all  outstanding  Warrants.  All
shares of Common Stock which shall be so issuable,  when issued upon exercise of
any Warrant and payment  therefor in accordance  with the terms of such Warrant,
shall be duly and  validly  issued  and  fully  paid and  nonassessable  and not
subject to preemptive rights.

                  Before  taking  any action  which  would  cause an  adjustment
reducing  the Current  Warrant  Price  below the then par value,  if any, of the
shares of Common Stock issuable upon exercise of the Warrants, the Company shall
take any  corporate  action which may be necessary in order that the Company may
validly and legally  issue  fully paid and  nonassessable  shares of such Common
Stock at such adjusted Current Warrant Price.

                  Before  taking any action which would result in an  adjustment
in the number of shares of Common Stock for which this Warrant is exercisable or
in the Current Warrant Price,  the Company shall obtain all such  authorizations
or exemptions  thereof, or consents thereto, as may be necessary from any public
regulatory body or bodies having jurisdiction thereof.

8.       Taking of Record; Stock and Warrant Transfer Books

                  In the case of all  dividends  or other  distributions  by the
Company to the holders of its Common Stock with  respect to which any  provision
of Section 4 refers to the taking of record of such holders, the Company will in
each  case  take  such a record  and will  take  such  record as of the close of
business  on a Business  Day.  The  Company  will not at any time,  except  upon
dissolution,  liquidation or winding up of the Company, close its stock transfer
books or Warrant  transfer  books so as to result in  preventing or delaying the
exercise or transfer of any Warrant.

9.       Restrictions on Transferability

                  The Warrants and the Warrant  Stock shall not be  transferred,
hypothecated or assigned before satisfaction of the conditions specified in this
Section  9,  which  conditions  are  intended  to  ensure  compliance  with  the
provisions of the  Securities Act with respect to the Transfer of any Warrant or
any Warrant Stock. Holder, by acceptance of this Warrant,  agrees to be bound by
the  provisions  of this  Section  9. 9.1  Restrictive  Legend  (a)  Holder,  by
accepting  this  Warrant and any Warrant  Stock agrees that this Warrant and the
Warrant Stock  issuable  upon  exercise  hereof may not be assigned or otherwise
transferred  unless and until (i) the Company has received an opinion of counsel
for Holder  that such  securities  may be sold  pursuant  to an  exemption  from
registration under the Securities Act or (ii) a registration  statement relating
to such  securities has been filed by the Company and declared  effective by the
Commission.

                  Each  certificate  for Warrant Stock issuable  hereunder shall
bear a legend as follows  until such  securities  have been sold  pursuant to an
effective registration statement under the Securities Act:

                  "THESE   SECURITIES  HAVE  NOT  BEEN   REGISTERED   UNDER  THE
                  SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES  ACT"), OR
                  THE  SECURITIES  LAWS OF ANY STATE,  AND ARE BEING OFFERED AND
                  SOLD   PURSUANT  TO  AN   EXEMPTION   FROM  THE   REGISTRATION
                  REQUIREMENTS  OF THE  SECURITIES  ACT  AND  SUCH  LAWS.  THESE
                  SECURITIES MAY NOT BE SOLD OR TRANSFERRED  EXCEPT  PURSUANT TO
                  AN EFFECTIVE  REGISTRATION  STATEMENT UNDER THE SECURITIES ACT
                  OR PURSUANT TO AN AVAILABLE  EXEMPTION  FROM THE  REGISTRATION
                  REQUIREMENTS OF THE SECURITIES ACT OR SUCH OTHER LAWS."

(b) Except as otherwise provided in this Section 9, the Warrant shall be stamped
or otherwise imprinted with a legend in substantially the following form:

                  "THIS  COMMON  STOCK  PURCHASE   WARRANT  AND  THE  SECURITIES
                  REPRESENTED   HEREBY  HAVE  NOT  BEEN  REGISTERED   UNDER  THE
                  SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE TRANSFERRED
                  IN VIOLATION OF SUCH ACT, THE RULES AND REGULATIONS THEREUNDER
                  OR THE PROVISIONS OF THIS COMMON STOCK PURCHASE WARRANT."

9.2      Notice of Proposed Transfers

                  Prior to any Transfer or attempted Transfer of any Warrants or
any shares of  Restricted  Common  Stock,  the Holder shall give ten days' prior
written  notice (a  "Transfer  Notice") to the Company of Holder's  intention to
effect such Transfer,  describing the manner and  circumstances  of the proposed
Transfer, and obtain from counsel to Holder who shall be reasonably satisfactory
to the Company,  an opinion that the proposed  Transfer of such Warrants or such
Restricted  Common  Stock  may  be  effected  without   registration  under  the
Securities  Act. After receipt of the Transfer  Notice and opinion,  the Company
shall, within five days thereof, notify the Holder as to whether such opinion is
reasonably  satisfactory  and, if so, such holder shall thereupon be entitled to
Transfer such Warrants or such  Restricted  Common Stock, in accordance with the
terms of the Transfer Notice.  Each certificate,  if any, evidencing such shares
of Restricted  Common Stock issued upon such Transfer shall bear the restrictive
legend set forth in Section  9.1(a),  and the Warrant  issued upon such Transfer
shall bear the  restrictive  legend set forth in Section  9.1(b),  unless in the
opinion  of such  counsel  such  legend  is not  required  in  order  to  ensure
compliance  with the  Securities  Act.  Holder shall not be entitled to Transfer
such Warrants or such  Restricted  Common Stock until receipt of notice from the
Company under this Section 9.2 that such opinion is reasonably satisfactory.

9.3      Required Registration

                  Pursuant to the terms and conditions set forth in Registration
Rights  Agreement,  the Company shall prepare and file with the  Commission  not
later  than the 90th day  after  the  Closing  Date,  a  Registration  Statement
relating to the offer and sale of the Common Stock issuable upon exercise of the
Warrants and shall use its best efforts to cause the  Commission to declare such
Registration  Statement  effective  under  the  Securities  Act as  promptly  as
practicable  but no later than 180 days after the Closing Date. 9.4  Termination
of Restrictions

                  Notwithstanding  the  foregoing  provisions  of Section 9, the
restrictions  imposed by this Section upon the  transferability of the Warrants,
the Warrant Stock and the Restricted Common Stock (or Common Stock issuable upon
the exercise of the Warrants) and the legend  requirements  of Section 9.1 shall
terminate as to any  particular  Warrant or share of Warrant Stock or Restricted
Common Stock (or Common Stock  issuable  upon the exercise of the  Warrants) (i)
when and so long as such security shall have been  effectively  registered under
the  Securities  Act and  disposed of pursuant  thereto or (ii) when the Company
shall have  received an opinion of counsel  reasonably  satisfactory  to it that
such shares may be transferred without registration thereof under the Securities
Act.  Whenever the restrictions  imposed by Section 9 shall terminate as to this
Warrant, as hereinabove provided, the Holder hereof shall be entitled to receive
from the  Company  upon  written  request of the  Holder,  at the expense of the
Company,  a new Warrant bearing the following legend in place of the restrictive
legend set forth hereon:

"THE RESTRICTIONS ON  TRANSFERABILITY OF THE WITHIN WARRANT CONTAINED IN SECTION
9 HEREOF  TERMINATED  ON  __________,  _____,  AND ARE OF NO  FURTHER  FORCE AND
EFFECT."

All Warrants issued upon  registration of transfer,  division or combination of,
or in  substitution  for,  any Warrant or Warrants  entitled to bear such legend
shall have a similar legend endorsed thereon.  Whenever the restrictions imposed
by this Section shall  terminate as to any share of Restricted  Common Stock, as
hereinabove  provided,  the holder thereof shall be entitled to receive from the
Company,  at the Company's expense,  a new certificate  representing such Common
Stock not  bearing  the  restrictive  legend  set forth in Section  9.1(a).  9.5
Listing on Securities Exchange

                  If the  Company  shall list any shares of Common  Stock on any
securities exchange or quotation system, it will, at its expense,  list thereon,
maintain  and,  when  necessary,  increase such listing of, all shares of Common
Stock  issued  or, to the extent  permissible  under the  applicable  securities
exchange rules, issuable upon the exercise of this Warrant so long as any shares
of Common Stock shall be so listed during any such Exercise Period.

10.      Supplying Information

                  The Company  shall  cooperate  with Holder in  supplying  such
information  as may be reasonably  necessary for Holder to complete and file any
information reporting forms presently or hereafter required by the Commission as
a condition to the  availability of an exemption from the Securities Act for the
sale of any Warrant or Restricted Common Stock.

11.      Loss or Mutilation

                  Upon receipt by the Company from Holder of evidence reasonably
satisfactory  to it of the  ownership  of and the loss,  theft,  destruction  or
mutilation of this Warrant and indemnity reasonably satisfactory to it (it being
understood  that  the  written  agreement  of the  Holder  shall  be  sufficient
indemnity),  and in case of mutilation upon surrender and  cancellation  hereof,
the Company  will execute and deliver in lieu hereof a new Warrant of like tenor
to Holder; provided, in the case of mutilation no indemnity shall be required if
this  Warrant  in   identifiable   form  is   surrendered  to  the  Company  for
cancellation.

12.      Office of the Company

     As  long as any of the  Warrants  remain  outstanding,  the  Company  shall
maintain an office or agency  (which may be the principal  executive  offices of
the Company) where the Warrants may be presented for exercise,  registration  of
transfer, division or combination as provided in this Warrant.

13.      Limitation of Liability

                  No provision hereof,  in the absence of affirmative  action by
Holder to purchase  shares of Common  Stock,  and no  enumeration  herein of the
rights or  privileges  of Holder  hereof,  shall give rise to any  liability  of
Holder for the  purchase  price of any Common Stock or as a  stockholder  of the
Company,  whether  such  liability is asserted by the Company or by creditors of
the Company.

14.      Miscellaneous

14.1     Nonwaiver and Expenses

                  No course of dealing or any delay or failure to  exercise  any
right hereunder on the part of Holder shall operate as a waiver of such right or
otherwise prejudice Holder's rights, powers or remedies. If the Company fails to
make, when due, any payments provided for hereunder, or fails to comply with any
other provision of this Warrant, the Company shall pay to Holder such amounts as
shall  be  sufficient  to  cover  any  costs  and  expenses  including,  without
limitation,   reasonable   attorneys'   fees,   including   those  of  appellate
proceedings, incurred by Holder in collecting any amounts due pursuant hereto or
in otherwise enforcing any of its rights, powers or remedies hereunder.

14.2     Notice Generally

                  Except as may be  otherwise  provided  herein,  any  notice or
other  communication  or delivery  required or permitted  hereunder  shall be in
writing and shall be delivered  personally  or sent by certified  mail,  postage
prepaid, or by a nationally  recognized  overnight courier service, and shall be
deemed given when so delivered  personally or by overnight courier service,  or,
if mailed,  three days after the date of deposit in the United States mails,  as
follows:

                  (a)      if to the Company, to:

                           IFS International Holdings, Inc.
                           Rensselaer Technology Park
                           300 Jordan Rd.
                           Troy, NY 12180
                           Attention:
                           (518) 283-7900
                           [                        ] (Fax)
                            ------------------------

                           with a copy to:

                           Parker Duryee Rosoff & Haft
                           529 Fifth Avenue
                           New York, NY 10017
                           Attention:  Michael D. DiGiovanna, Esq.
                           (212) 599-0500
                           (212) 972-9487 (Fax)

                  (b)      if to the Holder, to:

                           The Shaar Fund Ltd.,
                           c/o Levinson Capital Management
                           2 World Trade Center, Suite 1820
                           New York, NY 10048
                           Attention:  Samuel Levinson
                           (212) 432-7711
                           (212) 432-7771 (Fax)

                           with a copy to:

                           Cadwalader, Wickersham & Taft
                           100 Maiden Lane
                           New York, NY 10038
                           Attention:  Dennis J. Block, Esq.
                           (212) 504-5555
                           (212) 504-5557 (Fax)

The  Company or the Holder may  change  the  foregoing  address by notice  given
pursuant to this Section 14.2.

14.3     Indemnification

                  The Company agrees to indemnify and hold harmless  Holder from
and against any liabilities,  obligations,  losses, damages, penalties, actions,
judgments,  suits, claims, costs, attorneys' fees, expenses and disbursements of
any kind which may be imposed upon,  incurred by or asserted  against  Holder in
any manner  relating  to or arising out of any failure by the Company to perform
or  observe  in  any  material   respect  any  of  its  covenants,   agreements,
undertakings or obligations set forth in this Warrant;  provided,  however, that
the Company  will not be liable  hereunder  to the extent that any  liabilities,
obligations,  losses, damages,  penalties,  actions,  judgments,  suits, claims,
costs,  attorneys'  fees,  expenses  or  disbursements  are  found  in  a  final
nonappealable  judgment  by  a  court  to  have  resulted  from  Holder's  gross
negligence,  bad faith or willful misconduct in its capacity as a stockholder or
warrantholder of the Company.

14.4     Remedies

                  Holder in  addition to being  entitled to exercise  all rights
granted by law,  including  recovery  of  damages,  will be entitled to specific
performance  of its rights under Section 9 of this Warrant.  The Company  agrees
that monetary  damages would not be adequate  compensation for any loss incurred
by reason of a breach by it of the  provisions  of Section 9 of this Warrant and
hereby agrees to waive the defense in any action for specific performance that a
remedy at law would be adequate.

14.5     Successors and Assigns

                  Subject to the  provisions of Sections 3.1 and 9, this Warrant
and the rights  evidenced  hereby  shall  inure to the benefit of and be binding
upon the successors of the Company and the successors and assigns of Holder. The
provisions  of this  Warrant  are  intended to be for the benefit of all Holders
from time to time of this Warrant and, with respect to Section 9 hereof, holders
of  Warrant  Stock,  and shall be  enforceable  by any such  Holder or holder of
Warrant Stock.

14.6     Amendment

This Warrant and all other Warrants may be modified or amended or the provisions
hereof waived with the written consent of the Company and Holder.

14.7     Severability

                  Wherever  possible,  each  provision of this Warrant  shall be
interpreted  in such manner as to be effective and valid under  applicable  law,
but if any  provision of this Warrant  shall be  prohibited  by or invalid under
applicable  law, such provision  shall only be ineffective to the extent of such
prohibition or invalidity,  without invalidating the remainder of such provision
or the remaining provisions of this Warrant. 14.8 Headings

     The headings used in this Warrant are for the convenience of reference only
and shall not, for any purpose, be deemed a part of this Warrant.

14.9     Governing Law

                  This Warrant shall be governed by the laws of the State of New
York, without regard to the provisions thereof relating to conflicts of law.

                                             [SIGNATURE PAGE FOLLOWS.]




<PAGE>


CWT\NYLIB1\456847.4

                  IN WITNESS WHEREOF,  the Company has caused this Warrant to be
duly executed and its corporate seal to be impressed  hereon and attested by its
Secretary or an Assistant Secretary.

Dated:  March 23, 2000


                        IFS INTERNATIONAL HOLDINGS, INC.



                        By: ____________________________________________________
                            Name:
                            Title:

Attest:



  By:
      Name:
      Title:


<PAGE>


                                                                       EXHIBIT A

                                SUBSCRIPTION FORM

                                  [To be executed only upon exercise of Warrant]

                  The undersigned  registered owner of this Warrant  irrevocably
exercises this Warrant for the purchase of __________  shares of Common Stock of
IFS International Holdings, Inc. and herewith makes payment therefor, all at the
price and on the terms and  conditions  specified  in this  Warrant and requests
that  certificates  for the shares of Common  Stock  hereby  purchased  (and any
securities or other property  issuable upon such exercise) be issued in the name
of and delivered to

whose address is



and,  if such  shares of Common  Stock  shall not  include  all of the shares of
Common Stock  issuable as provided in this  Warrant,  that a new Warrant of like
tenor and date for the balance of the shares of Common Stock issuable  hereunder
be delivered to the undersigned.

-----------------------------------------------------------------------------
                                   (Name of Registered Owner)



-----------------------------------------------------------------------------
                                 (Signature of Registered Owner)



-----------------------------------------------------------------------------
                                        (Street Address)



-----------------------------------------------------------------------------
                  (City)            (State)            (Zip Code)


                                                          Notice:  The signature
                                                          on  this  subscription
                                                          must  correspond  with
                                                          the  name  as  written
                                                          upon  the  face of the
                                                          within    Warrant   in
                                                          every      particular,
                                                          without  alteration or
                                                          enlargement   or   any
                                                          change whatsoever.


<PAGE>


                                                                       EXHIBIT B

                                 ASSIGNMENT FORM

                  FOR VALUE RECEIVED the  undersigned  registered  owner of this
Warrant hereby sells, assigns and transfers unto the Assignee named below all of
the rights of the undersigned under this Warrant,  with respect to the number of
shares of Common Stock set forth below:

                                                            No. of Shares of

Name and Address of Assignee                                  Common Stock

and does hereby irrevocably constitute and appoint



attorney-in-fact  to register  such  transfer on the books of IFS  International
Holdings,  Inc.  maintained for the purpose,  with full power of substitution in
the premises.

Dated:



--------------------------------------------------------------------------
                                       (Print Name)



--------------------------------------------------------------------------
                                        (Signature)



--------------------------------------------------------------------------
                                  (Print Name of Witness)



--------------------------------------------------------------------------
                                   (Witness's Signature)


                                                          Notice:  The signature
                                                          on   this   assignment
                                                          must  correspond  with
                                                          the  name  as  written
                                                          upon  the  face of the
                                                          within    Warrant   in
                                                          every      particular,
                                                          without  alteration or
                                                          enlargement   or   any
                                                          change whatsoever.