2nd AMENDMENT TO SERVICES AGREEMENT

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

     A.   On March 1, 1999, the Company and the Executive  executed that certain
          "Agreement  for  Services  " (the  "Agreement")  whereby  the  Company
          entered  into an agreement to fairly  compensate  the  Executive as an
          outside Director and its Chairman of the Board of Directors.

     B.   On January  31,  2000,  The  Company  and the  Executive  executed  an
          Amendment  to the March 1 services  agreement  whereby the Company and
          the Executive  agreed on compensation to the Executive in the event of
          a "change of Control" of the Company.

     C.   The  Company  and the  Executive  wish to  further  modify the March 1
          Agreement pursuant to the terms of this Amendment.

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

     1.   Compensation to the Executive in the form oa Stock Appreciation Rights
          ("SARs"). TO WIT:

          Subject to the receipt of any  approval by the By-Laws of the Company,
          the General  Corporation  Law of Delaware  and/or any federal or state
          securities  laws,  the  Company  shall  grant to the  Executive,  upon
          execution of this agreement,  stock Appreciation  rights (`SAR") based
          on fifty thousand  (50,000) shares of the Company's  common stock and,
          on each anniversary of the execution of this Agreement,  the Executive
          shall receive  additional SARs based on fifty thousand shares (50,000)
          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
          b y the Executive as a result of his exercise of the SARs.

2.        All other Terms and  provisions of the March 1, 1999 Agreement 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: __________________________________
                           President & Chief Executive Officer
                           David L Hodge

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



                  IFS INTERNATIONAL INC.
                  A New York Corporation

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

                    By:   ___________________________________
                          Chief Operating Officer
                          Simon Theobald

                    EXECUTIVE:

                    ----------------------------------------
                    John P. Singleton