EXHIBIT 10.5.B

                                    AGREEMENT

Amendment to the memorandum of understanding of 26th August 1998

Tuesday 20 April 1999

1.0   The Parties agree to enter in a Joint Venture for:

a)    Processing (sorting, cutting and polishing) of gems and marketing of cut
      and rough stones.

2.0   The Parties to the Joint Venture consist of:

      a)    American Benefits Group, Inc. (ABFG).

      b)    Menavi Group:

            (i)   Menavi International Ltd.

            (ii)  Advance Cutting Center (Israel) Ltd.

            (iii) Advance Cutting Center Ltd. (Bangkok)

3.0   The Parties registered an Israeli Corporation in which the shares will be
      equally held by both Parties to the Joint Venture. The company will be
      named Total Gem Management Ltd. (TGM).

4.0   The general goal of this agreement is for TGM to manage and handle ABFG
      sapphires from the point after mining and sorting. TGM will sort rough;
      cut and polish it in its own lapidaries of supervises other lapidaries,
      sort and grade cut stones, and distribute them.

5.0   Terms and Conditions:

      a)    ABFG will provide cash to TGM and Menavi International Ltd. At a
            value of approximately U.S. One Million (U.S.$1,000,000.00). Menavi
            will provide U.S. $1,000,000.00 worth of gems. (Wholesale value).

      b)    Processing:

            (i)   ABFG will continue to mine, in full force precious or semi
                  precious gems from any source it wishes to mine.

            (ii)  ABFG and TGM will sort rough into two (2) main categories:

                  1.    cutable,

                  2.    non-cutable.

            (iii) All cutable rough will be sorted under TGM supervision and
                  guidance according to size and quality ready to be shipped to
                  TGM.

            (iv)  TGM will sort rough ready to be shipped to the various
                  lapidaries.

            (v)   All gems will be processed at such places as determined by
                  TGM.

            (vi)  TGM will supervise all processing of gems.

            (vii) All cut stones will be sorted and graded at the sorting
                  offices in Bangkok and TLV, and such other places as
                  determined by TGM.

            (viii) Final pricing and estimation will be done by TGM.

      c)    Marketing and Distribution:

            (i)   The parties will use TGM's offices in Ramat-Gan and Bangkok
                  and New York or any other offices see fit by TGM, in order to
                  distribute ABFG gemstones.

            (ii)  TGM agree to put up all the existing offices, and provide the
                  required personnel to carry out cutting, sorting and
                  distribution of ABFG gems, and

            (iii) The pricing activity will be done jointly by representatives
                  of all Parties.

6.0   Dividing the Profits:

      a)    On goods that are from ABFG mines the TOTAL NET SALES of the Joint
            Venture will be divided between the Parties in accordance of the
            following:

            (i)   Cut and semi cut stones:

                  1.    Party ABFG TWO THIRDS (66.6%) PERCENT, AND

                  2.    Party TGM one third (33.4%) percent.

            (ii)  On unprocessed rough:

                  1.    Party ABFG seventy-five (75%) percent, and

                  2.    Party TGM twenty-five (25%) percent.

      b)    On goods that are purchased by ABFG funds:

            (i)   Profit will be divided between ABFG to Menavi (PROFIT = Total
                  Net Sales - Total Purchase Costs).

      c)    The TOTAL NET SALES will be calculated after deduction of the
            following items from the TOTAL SALES:

            (i)   All approved expenses related to cutting, processing and
                  exporting of gemstones.

            (ii)  Plus an uplift of 15%.

            (iii) Any commissions related to the purchasing, sales and marketing
                  of rough or cut stones.

            (iv)  Any taxes or fees required by the Government in accordance to
                  the law.

            (v)   All applicable commissions.

      d)    Total Purchase Costs:

            (i)   All approved expenses related to purchase of rough or cut
                  gemstones.

            (ii)  Any commissions related to the purchasing, sales and marketing
                  of rough or cut stones, and

            (iii) Any taxes or fees required by the Government in accordance to
                  the law.

7.0   Other Agreements

      a)    The Joint Venture will have the first right of refusal to purchase
            the products of all ABFG mining activity.

      b)    The initial capital investment into the project, which consists of
            capital investment to set-up new offices and enlarge lapidaries will
            be provided by ABFG as a Shareholder Loan to TGM.

      c)    All accounting will be done on a monthly basis.

      d)    The processing and marketing will be managed by TGM. The mining
            venture will be managed by ABFG.

8.0   Arbitration

      Disputes under this agreement will be arbitrated by The World Federation
      of Diamond Bourse.

      Dated and signed this 20th day of April, 1999 at Ramat-Gan, Israel.


American Benefits Group, Inc.

Per: /s/Gerald E Sklar,
     -----------------------------
Per: /s/ Dror Moradov
     -----------------------------


Menavi International Ltd.

Per: /s/ Menahem Sevdermish
     -----------------------------
Per: /s/ Avi Meirom
     -----------------------------


Advance Cutting Center (Israel) Ltd.

Per: /s/ Menahem Sevdermish
     -----------------------------
Per: /s/ Avi Meirom
     -----------------------------


Advance Cutting Center Ltd.

Per: /s/ Menahem Sevdermish
     -----------------------------
Per: /s/ Avi Meirom
     -----------------------------


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