Filed by Automated Filing Services Inc. (604) 609-0244 - Magenta Media (US) Inc. - Exhibit 10.3






EXHIBIT 10.3 

THIS AGREEMENT is made the 1st day of May 2004 

B E T W E E N :- 

	1) 	
      The Company specified in the Schedule hereto ("the
      Company") and

	 	 
	2) 	
      The person specified in the Schedule hereto ("the
      Officer")

	 	 
	3) 	
      The Owner specified in the Schedule hereto (“the
      Owner”)



W H E R E A S :- 

	(A) 	
      The Company carries on the business shown in the Schedule
      hereto ("the Business") from the premises shown in the Schedule hereto
      ("the Premises")

	 	 
	(B) 	
      It has been agreed that the Company will employ the
      Officer who will serve the Company upon the terms and conditions
      hereinafter contained



NOW IT IS HEREBY AGREED as follows:- 

	1. 	
      THE Company will employ the Officer and the Officer will
      serve the Company in accordance with his job title and specific
      responsibilities detailed in the Schedule hereto at the Premises/or such
      other place of work and subject to the directions of the Owner, its
      authorised agents and representatives of the Company

	 	 
	2. 	
      THE Officer hereby agrees that he will devote all of his
      time and attention and give his best effort and skills exclusively to the
      Business and interests of the Company and that he will perform such
      services in and about such business of the Company as may from time to
      time be assigned to him and will do his utmost to further enhance and
      develop the best interests and welfare of the Company in all
    respects

	 	 
	3. 	
      THE Officer's date of commencement of employment is shown
      in the Schedule hereto and his employment will continue until termination
      as hereinafter provided.

	 	 
	4. 	
      THE remuneration of the Officer per annum is shown in the
      Schedule hereto

	 	 
	5. 	
      THE Officer will be required to carry out his duties when
      and where required by the Owner hereunder from Monday to Friday
      (inclusive) during normal working hours of the Business and such further
      time as the Company will reasonably require The parties acknowledge that
      the Officer has autonomous decision-taking powers and that he is able to
      determine the duration of his own working time, and that, as a result, the
      exemptions available in Regulation 20 of the Working Time Regulations 1998
      will apply

	 	 
	6. 	
      DURING the continuance of his employment hereunder the
      Officer will devote his whole time and attention to the Business of the
      Company and will do all in his power to promote, develop, extend and
      represent the Business of the Company and will at all times and in all
      respects conform to and comply with the directions and regulations made by
      the Owner Board or Superior Officers of the Company and also will not
      without the previous consent in writing of the Owner and or Director duly
      authorised by Resolution of the Board:-

	 	 
		
      (1)         
      engage in any other business or



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		(2) 	
      be concerned or interested in any other business of a
      similar nature to or competitive with that carried on by the
  Company

	 	 	 
	8. 	
      THE Officer will (in addition to the usual Public and
      Bank Holidays) be entitled to the number of weeks holiday in each year
      shown in the Schedule hereto such holiday to be taken at a time or times
      convenient to the Company. No more than two weeks holiday may be taken at
      any one time unless the Officer has obtained approval of a Owner or a
      Director. The Company's holiday year begins on 1 January and no holiday
      entitlement may be carried forward from one year to another but must be
      taken in the appropriate year. For service of less than one year holiday
      entitlement will accrue pro rata the number of calendar months of service
      completed

	 	 	 
	9. 	
      THE employment of the Officer hereunder will be
      determined forthwith by the Company without payment in lieu of notice
      if:-

	 	 	 
		(1) 	
      he is guilty of any gross default or misconduct in
      connection with or affecting the Business of the Company or any breach or
      non-observance of any of the terms and conditions herein
  contained;

	 	 	 
		(2) 	
      he becomes bankrupt;

	 	 	 
		(3) 	
      he shall be convicted of an indictable offence other than
      an offence under the Road Traffic Acts;

	 	 	 
		(4) 	
      he shall have been unable to fulfil his duties hereunder
      through illness or mental disability or other cause for an aggregate
      period exceeding 2 weeks in any period of 13 weeks or a consecutive period
      of 3 weeks;

	 	 	 
		(5) 	
      while he is a patient within the meaning of the Mental
      Health Act 1983;

	 	 	 
	10. 	
      THE Officer acknowledges that he will appear on the
      Company's burglar alarm keyholder list and if called upon by the police
      will attend the Premises to neutralise the alarm

	 	 	 
	11. 	
      THE Officer hereby agrees and undertakes with the Company
      that he will not either solely or jointly with or as employee or agent for
      any other person or firm either directly or indirectly:-

	 	 	 
		(1) 	
      Reveal to any person firm company or third party
      whatsoever any of the trade secrets secret or confidential operations
      process of dealings or any other information concerning the organisation
      business finances transactions affairs suppliers or customers of the
      Company which may come to his knowledge and will keep with complete
      secrecy all confidential information entrusted to him and shall not use or
      attempt to use any such information in any manner which may injure or
      cause loss either directly or indirectly to the Company or its Business or
      may be likely to do so. This restriction will continue to apply after the
      termination of this Agreement without limit in point of time

	 	 	 
		(2) 	
      Within a period of six months after the termination of
      this Agreement (howsoever caused) in connection with any business similar
      to that carried on by the Company at the date of such termination solicit
      the custom of or deal with any person firm or company who at any time
      during the three years preceding such termination (or the Officer's
      employment hereunder whichever is the shorter) has been an Agent or Client
      of the Company or entice employees of the Company to be employed by him or
      to employ any person firm or company who at any time during the three
      years preceding such termination has been an employee of the
  Company



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      (3) 
	
      Forthwith upon the termination of this Agreement
      (howsoever caused) deliver to the Company all documents including
      correspondence lists of customers notes memoranda plans drawings and other
      documents of what-so-ever nature made or compiled by him and concerning
      the business finances dealings transactions products or affairs of the
      Company. For the avoidance of doubt it is hereby declared that the
      property in all such documents as aforesaid shall at all times be vested
      in the Company

	 	 	
       

		
      (5) 
	
      Each of the above sub-clauses is given as a separate and
      distinct agreement and the invalidity or unenforceability of any one or
      more of the sub-clauses will not affect the validity or enforceability of
      the remainder

	 	 	 
	12.1 	
      THE Officer AGREES that any invention discovery design or
      improvement made by him at any time since the commencement of his
      employment with the Company and/or during the continuance of his
      appointment hereunder and in any way connected with the Business or
      applicable to the products manufactured and/or sold by or the methods of
      manufacture of such products by the Company belongs to the Company and
      that he will forthwith disclose the same to the Company and
  that:-

	 	 	 
		(i) 	
      he will not without the written consent of the Company
      apply for Letters Patent in the United Kingdom or in any part of the world
      for any invention discovery design or improvement so made by
him;

	 	 	 
		(ii) 	
      he will if and whenever required so to do by the Company
      apply as nominee of the Company or join with it in applying for Letters
      Patent in the United Kingdom or in any other part of the world for any
      invention discovery design or improvement so made by him as the Company
      shall in its sole discretion decide and will at all times sign all such
      documents and do all such things as may be requisite and desirable to vest
      the said Letters Patent when granted and all the rights title and interest
      to and in the same in the Company absolutely as sole beneficial owner or
      as the Company may direct

	 	 	 
	12.2 	
      The Company will pay all expenses in connection with such
      applications for Letters Patent made by the Officer as nominee for or
      jointly with the Company pursuant to sub- clause (i) hereof and will hold
      him indemnified against all liabilities in connection with or arising out
      of such applications or Letters Patent when granted

	 	 	 
	12.3 	
      The expression "Letters Patent" in this Agreement shall
      mean and include letters patent brevet d'intervention petty patent
      gebrauchmuster utility model design registration or any other form of
      protection for any invention discovery design or improvement that can be
      obtained in the United Kingdom or in any other part of the world

	 	 	 
	13. 	
      PURSUANT to Section 3(1)(b)(ii) of the Employment Rights
      Act 1996 ("the Act") the Company hereby notifies the Officer should he
      have any grievance relating to his employment he should give notice in
      writing to the Board or their nominee for the time being setting out the
      details of such grievance. The Board of Directors' decision, or that of
      their nominee, in relation to such grievance will be final and binding and
      will be communicated to the Officer in writing

	 	 	 
	14. 	
      ANY notice hereunder may be served by sending the same
      through the post addressed in the case of the Company to its registered
      office for the time being and in the case of the Officer to his aforesaid
      address or such other address as he will have given to the Company for
      service upon him. Any notice served pursuant to this Clause shall be
      deemed to have been served twenty four hours after the time of posting by
      first class mail and service thereof shall be sufficiently proved by
      proving that the notice was duly dispatched through the post in a prepaid
      envelope addressed as aforesaid



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	15. 	
      THE employment of the Officer will also be subject to the
      terms set out in paragraph 2 of the Schedule hereto which is added in
      accordance with the requirements of the Act

	 	 
	16. 	
      The Owner shall indemnify and hold harmless the Officer
      from and against any judgments, losses, damages, liabilities, costs or
      expenses of any kind attributable to any employment in the Company arising
      from: (i) any breach or claimed breach of the Company representations and
      warranties; (ii) damage to the Company’s products (iii) any lawsuit
      resulting from disputes with clients or any other third parties (v) any
      third party claim or action brought against an Indemnified Party alleging
      that any Products or any portion thereof (a) infringes, misappropriates or
      violates in any manner, any Intellectual Property Right, right of
      publicity, right of privacy, moral right, or any other proprietary right
      of a third party; or (b) contains material or information that is
      fraudulent, deceptive, misleading, obscene, defamatory, trade libelous,
      libelous, slanderous, or unlawfully harassing or injurious, or is in
      violation of personal or property rights, regulation or law, or other
      common law or statutory rights.

	 	 
	17. 	
      ANY obligation or duty of the Officer in favour of the
      Company shall likewise be an obligation or duty of the Officer in favour
      of any associated or subsidiary company of the
Company



IN WITNESS whereof these presents have been executed the
day and year first above written 

SIGNED for and on behalf of 
The Company

/s/ Ulrik DeBo 

Signed for and on behalf of 
The Owner

/s/ Ulrik DeBo 

SIGNED by the Officer 

/s/ Nathan Amery 

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THE SCHEDULE

	 	The Company - 	
      Magenta New Media Ltd whose registered address is at 27
      New Bond Street, London W1S 2RH 

	 	 	
       

	 	The Officer - 	
      Nathan Amery, 3 Deacons Terrace, Harecourt Road London N1
      2PH 

	 	 	
       

	 	The Owner - 	
      ABS Global Capital Inc whose registered address is at 306
      Victoria House, Victoria, Mahe, Seychelles 

	 	 	
       

	 	The Business - 	
      The exploitation and distribution of software
      technologies 

	 	 	
       

	 	The Premises - 	
      130 Shaftesbury Avenue, London W1D 5EU, United Kingdom
      




	2. 	
      In accordance with Section 1(4) of the Act the following
      terms of the Officer's employment apply on the date of the Agreement to
      which this is a schedule

	 	 	 	 
		(a) 	
      Date of commencement of employment with the Company: May
      1st , 2004

	 	 	 	 
		(b) 	
      Job title: Managing Director

	 	 	 	 
		(c) 	
      Remuneration: £2,100 net pay per ,month plus
      participation in the Company’s option scheme. The option scheme will be
      negotiated in a separate agreement.

	 	 	 	 
		(d) 	
      Hours of work: 9.00am - 6.00pm, Monday to Friday
      (inclusive) less one hour for lunch but the Officer may be required to
      work outside these hours without additional payment at Company's
      discretion and at such other premises as the Board may direct

	 	 	 	 
		(e) 	
      Holidays: the Officer is entitled to 4 weeks holidays
      with pay on a pro rata basis during the first year of the
  employment

	 	 	 	 
		(f) 	
      Specific responsibilities:

	 	 	 	 
			3.1. 	
      Use best effort to ensure the exploitation of the various
      technologies allocated to the Company

	 	 	 	 
			3.2. 	
      Implement a sales and marketing strategy for the
      Company

	 	 	 	 
			3.3. 	
      Work with the attorney and accountant to ensure proper
      company documentation

	 	 	 	 
			3.4. 	
      Ensure adequate cash flow for smooth running of the
      business

	 	 	 	 
			3.5. 	
      Aim to achieve the targeted profitability as reflected in
      the budget

	 	 	 	 
			3.6. 	
      Maintain and monitor the service level agreements to
      ensure adherence to contract

	 	 	 	 
			3.7. 	
      Act in good faith as a employee to the Company in the
      Company's best interests;

	 	 	 	 
			3.8. 	
      Carry out any other duties reasonably required by the
      Company befitting to the employment status and which are in the Company
      reasonable opinion complementary to or beneficial for the proper
      fulfilment of his duties hereunder.

	 	 	 	 
		(g) 	
      Sickness or injury: If you are absent from work on a day
      on which you are required to be available for work you must in the morning
      of the first day of absence telephone or arrange for a friend or relative
      to telephone the Board's nominee. If absent for more than one day but less
      than 7 days a "self-certificate" must be produced. This will comprise of
      notification in writing giving wherever



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possible details of symptoms. If
absent for more than 7 days a Doctor's certificate must be produced. 

Qualifying days for which statutory
sick pay will be payable are days of the working week on which you are required
by this Contract to be available for work 

The Company operates its own sick pay
schemes as well as the SSP scheme and the qualifying periods of service and
scale of benefits 

	 	Continuous Service 	Payment during illness 
	 	  	  
	 	 Up to 6 months 	Nil 
	 	 6-12 months 	1 week on full pay 
	 	 1-4 years 	2 weeks on full pay 
	 	 4 plus years 	4 weeks on full pay 



	 		
      The above voluntary payments are inclusive of
  SSP

	 	 	 
	 		
      Odd days reported sickness will count towards the total
      paid absence allowed each year

	 	 	 
	 	(h) 	
      Notice:

	 	 	 
	 		
      Subject to the provisions of Clause 9

	 	 	 
	 		
      (i) By the Company and Officer where the employment has
      lasted:-




	 	1 week – 3 months 	- 	1 week 
	 	3 months + 	- 	30 days 



		
      In accordance with Section 197(3) of the Act the Officer
      waives his right or entitlement to any payment under that Act in respect
      of the termination of his appointment hereunder by effluxion of
  time

	 	 	 
		
      The Officer hereby agrees that no claim or rights shall
      arise in relation to this Agreement under Section 94 of the Act in respect
      of the termination of his appointment hereunder by effluxion of
  time

	 	 	 
		
      In the event that the Company provides written notice to
      the Officer the Company may elect to terminate the employment of the
      Officer immediately with pay

	 	 	 
	3. 	
      The following information is supplied pursuant to the Act
      and reflects the Company's current practice

	 	 	 
		(a) 	
      Disciplinary rules - You are subject to the directions of
      the Board or its nominee

	 	 	 
		(b) 	
      Grievance procedure - See Clause 13

	 	 	 
		(c) 	
      Appeals procedure - None

	 	 	 
		(d) 	
      Pensions - a contracting-out certificate is not in force
      in respect of this employment - State scheme applies.

	 	 	 
		(e) 	
      Union Membership - No
restrictions



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