3rd AMENDMENT TO EMPLOYMENT AGREEMENT

        This "3rd amendment to Employment  Agreement" (this "Amendment") is made
on the 12th day of July, 2000 by and between IFS International Holdings, Inc., a
Delaware  Corporation  (the  "Company"),  IFS  International,  Inc.,  a New York
corporation  and a  wholly  owned  subsidiary  of the  Company,  and  any  other
subsidiary  of the  Company and David L. Hodge (the  "Executive"),  based on the
following:

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

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

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

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


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

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

          Subject to the receipt of any  approval by the By-laws of the Company,
          the General  Corporation  Law of Delaware  and/or any federal or state
          securities  laws,  the  Company  shall  grant to the  Executive,  upon
          execution of this Agreement,  stock appreciation  rights ("SAR") based
          on one hundred thousand (100,000) shares of the Company's common stock
          and, on each  anniversary  of the  execution  of this  Agreement,  the
          Executive shall receive  additional SARs based on one hundred thousand
          shares (100,000) of the Company's common stock.  These grants shall be
          governed by a separate Stock Appreciation Rights Agreement which shall
          set forth all material terms and conditions of the SARs. Upon exercise
          of the SARs, the Executive  shall receive from the Companies an amount
          equal  to the  excess  of the  fair  market  value  of the SAR  shares
          exercised  over the fair market value of the SAR shares as of the date
          of the grant.  Such amount shall be paid to the  Executive and grossed
          up to cover the  payment of any and all taxes,  of any kind or nature,
          that are incurred by the  Executive as a result of his exercise of the
          SARs.

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

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

                   IFS INTERNATIONAL HOLDINGS, INC.
                   A Delaware Corporation

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

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

                   IFS INTERNATIONAL INC.
                   A New York Corporation

                        By:  ___________________________________
                             Chief Operating Officer
                             Simon Theobald

                        By:   ___________________________________
                              Secretary
                              Carmen Pascuito


                        EXECUTIVE:

                        ----------------------------------------
                        David L. Hodge