EXHIBIT 10.10C

                      2nd AMENDMENT TO EMPLOYMENT AGREEMENT

        This "2nd amendment to Employment  Agreement" (this "Amendment") is made
on the 31st day of  January,  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 Simon  Theobald (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 Senior Vice President of Sales.

     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.   In recognition of the Executive's  recent promotion to Chief Operating
          Officer of IFS  International,  Inc., the Company(ies)  wish to modify
          the Agreement and the Amendment to the Agreement pursuant to the terms
          of this Amendment.

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

     1.   Reinstatement  of certain  portions  of Par.  14 of the  Agreement  as
          modified below which  compensates the Executive on a percentage  basis
          upon the sale or change of control of the Company. TO WIT:

          Irrespective  of  whether  or  not  the   Executive's   employment  is
          terminated,  if there is a (i) Change of Control;  or (ii) transfer or
          sale of all or  substantially  all of the  assets of the  Company(ies)
          which  is not a  Change  of  Control;  or  (iii)  transfer  or sale of
          Beneficial  Ownership of more than fifty  percent (50%) or more of the
          total combined voting power or the Company's then  outstanding  Voting
          Securities  which may or may not constitute a Change of Control,  then
          the Companies  shall pay to the Executive an amount equal to 2% of the
          first 10 million dollars in value received by the Companies (including
          cash,  securities,  debt or any other form of property) in  connection
          with such Change of Control,  or transfer or sale,  4% of the next $10
          million  dollars in value received by the Companies in connection with
          such Change of Control,  transfer or sale and 6% of any value received
          by the Companies in excess of $20 million  dollars in connection  with
          such Change of Control, transfer or sale.

2.        All other  Terms and  provisions  of the May 12, 1998  Agreement,  the
          January 22, 1999 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:   ___________________________________
                              President & Chief Executive Officer
                              David L. Hodge

                        By:   ___________________________________
                              Secretary
                              Carmen Pascuito


                        EXECUTIVE:
                        ----------------------------------------
                        Simon Theobald