EXHIBIT 10.29

                             AGREEMENT FOR SERVICES

         This  Agreement  for Services (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  "Executive"),  an individual  whose
address is 4331 Rosecliff Avenue, Charlotte , NC with reference to the following
facts:

                                    RECITALS:

         WHEREAS,  in November,  1998 the Company's Board of Directors,  elected
John P.  Singleton  as its  Chairman,  and  desires  to  fairly  and  adequately
compensate  MR.  Singleton  (the  Executive) for his services as Chairman of the
Board,  Chairman of the Board's Acquisition  Committee,  Chairman of the Board's
Executive Committee and member of the Board's Compensation Committee.

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

         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)  "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.

         2.       EMPLOYMENT OBLIGATIONS

                  (a)  Engagement;   Duties.  The  Company  hereby  engages  the
Executive  to  faithfully  execute the duties of his Board  appointments.  These
duties shall  primarily  consist of the Management of the Board of Directors and
its  activities  as  well  as  personal  intervention  in  critical  policy  and
Investment  community  matters  as  requested  by the CEO  and/or  the  Board of
Directors. The Executive shall report solely to the Company's Board of Directors
except in cases  where he has  accepted  a task from the CEO,  in which  case he
shall report to the CEO.. The Executive shall be reasonably  available to travel
as the needs of the business of the Companies may require.

                  (b) Performance.  The Executive shall at all times faithfully,
loyally,  conscientiously,  diligently  and,  to the  best  of  the  executive's
ability,  perform  all of the  Executive'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
Executive: (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 Executive'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 Executive  pursuant to the terms of this  Agreement,  and the Executive
     hereby accepts such  employment,  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 Executive
an annual retainer of ten thousand dollars  ($10,000) plus a fee of two thousand
dollars ($2000) for each quarterly Board meeting for a total annual compensation
of eighteen  thousand  dollars  ($18,000).  In addition,  the Executive  will be
granted one hundred thousand  (100,000) options to purchase the Company's stock,
options  upon  thirty-three  thousand  shares  (33,000) to be vested on March 1,
1999,  options upon thirty three thousand  shares (33,000) to be vested on March
1, 2000, and options upon thirty -four thousand  shares (34,000) to be vested on
March 1, 2001.

     (b) Payment of Compensation.  The annual retainer for the year 1999 will be
prorated.  The  quarterly  meeting  fees  will be paid on the day of each  Board
meeting.

         5.       BUSINESS EXPENSES

                  During the Term of this  Agreement the Executive is authorized
to incur,  and the Companies  shall  directly pay or reimburse to the Executive,
his reasonable and necessary  business  expenses,  duly and actually incurred in
connection  with the  duties  and  services  to be  performed  by the  Executive
pursuant to this Agreement,  including without limitation entertainment,  meals,
travel, lodging and other similar out-of-pocket  expenses,  upon the Executive'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 Executive 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.  EFFECT OF TERMINATION OF EXECUTIVE AS A RESULT OF A CHANGE IN CONTROL


         In the event the Executive's  employment hereunder is terminated before
the  expiration of a Term,  and such  termination  is  attributable  to an event
defined as a Change in Control; then all rights and obligations of the Companies
and  the  Executive  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 Executive
shall receive,  in a lump sum and without  discount to present value,  an amount
equal  to:  the  sum  of the  Executive's  Annual  Retainer  and  meeting  fees,
(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  Executive  for the
         Executive's  business  expenses  incurred through the effective date of
         the  termination,  within  three (3) business  days of the  Executive's
         submission of the Executive's expense report to the Companies.

         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:

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

     (vi) 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).

     (vii) 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,

                  (d)      Arbitration.

          (i)  Jurisdiction.  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
     document  discovery  as they would be  entitled  to pursuant to the laws of
     civil procedure of the state of New York.

          (vi)  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.

          (vii)  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.

                  (e)      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  Executive,  which consent the Executive
     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  Executive  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 Executivee  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).

                  (f) 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:
                     David L. Hodge, President & CEO

                     IFS INTERNATIONAL, INC.

                     a New York corporation

                     By:

EXECUTIVE:           John P. Singleton, Executive, Chairman of the Board