Filed by Automated Filing Services Inc. (604) 609-0244 - Magenta Media (US) Inc. - Exhibit 10.2







EXHIBIT 10.2

Magenta New Media Ltd 

  Suite 5.15, MLS Business Centre 

  130 Shaftesbury Avenue 

  London, W1D 5EU

  Tel 020 7031 1185

Nathan Amery 

  3 Deacons Terrace 

  Harecourt Road 

  London 

  N1 2PH

14th July 2004

Dear Nathan

This letter supersedes clause 2 in your appointment letter dated
  April 1st 2004

Conditional upon your continued employment with the company and
  in consideration of you providing your services to the Company, the Company
  will issue to you on the anniversary of every three months from the date of
  your commencement of employment 40,833 shares to a total of 245,000 ordinary
  shares, upon the final issue being made a further 2 shares will be issued..

In the event that the Company accepts either a listing or a take-over,
  the balance outstanding of 245,000 will be issued.

The total number of shares issued shall not exceed 245,000.

The Company shall issue the relevant shares, enter your details
  in the register of members of the company, and deliver a share certificate in
  respect of the relevant shares within 14 days of the end of the quarter period.

Should the Employment Contract be terminated by either party
  at any time before the period of 18 months, or an exit is provided, then no
  further shares will be issued.

I should be grateful if you would sign and return the enclosed
  copy of this letter to indicate your agreement and acceptance of its terms.

Yours sincerely,

/s/ Laura Mouck

  For and on behalf of ABS GLOBAL CAPITAL Inc

I hereby agree to and accept the above terms

	/s/ Nathan Amery 	  
	Nathan Amery 	Date: 15th July 2004
    


Registered Address 

  27 New Bond Street 

  London, W1S 2RH

  Company No: 3836824





MAGENTA NEW MEDIA LIMITED

Nathan Amery 

  3 Deacons Terrace 

  Harecourt Road 

  London N1 2PH

London April 1st, 2004

Dear Nathan,

MAGENTA NEW MEDIA Limited (the "Company") 

I write to confirm the terms of your appointment as a Director
  of the Company.

	1. 	 Your appointment as a Director will commence
        on the date hereof. Your appointment as a Director is subject to the Memorandum
        and Articles of Association of the Company.

	 	 	 	 
		 During the period of your appointment you
        will:

	 	 	 	 
		(a) 	 attend meetings of the Board of Directors
        of the Company and general meetings of the Company (if any);

	 	 	 	 
		(b) 	 serve on such committees of the Board as the
        Board may determine from time to time;

	 	 	 	 
		(c) 	 undertake such services as are consistent
        with your appointment as an executive member of the Board of the Company
        which will include:

	 	 	 	 
			(i) 	 Fundraising via established contacts

	 	 	 	 
			(ii) 	 Locating strategic partners

	 	 	 	 
			(iii) 	 Advice and assistance on Company development

	 	 	 	 
			(iv) 	 Advice and assistance with regard to identifying and
        concluding capitalization of the Company

	 	 	 	 
	2. 	 In consideration of the you meeting the targets
        set out in the schedule to this letter, the Company will grant to you
        30 days after the receipt by the Company of satisfactory evidence of the
        relevant target having been met up to a maximum of 6 targets over a period
        of 18 months an option to subscribe for such number of the ordinary shares
        in the capital of the Company as represent 4% of the fully diluted issued
        share capital of the Company as at today’s date at a subscription
        price of par ("the Option").The total amount of options granted shall
        not exceed 24.5%. The Option shall become exercisable by you on grant
        and will expire 6 months from the date of your appointment being terminated.
        In the event that an exit is provided for the Company in the form of either
        a listing or a take-over, the full 24.5% will be granted. Options? –
        not sure what you are asking me??









2

		 Each tranche of the Option shall be exercisable by written
        notice to the Company. The Company shall issue the relevant shares, enter
        your details in the register of members of the Company, and deliver a
        share certificate in respect of the relevant shares within 14 days of
        receipt of the option subscription price.

	 	 
	3. 	 The Company shall, on submission of receipts, reimburse
        all reasonable travelling, accommodation, meal and other expenses wholly,
        exclusively and necessarily incurred by you in the performance of your
        duties as a Director. Such expenses will be reimbursed to you within 21
        days of you submitting an APPROVED expenses claim in respect of them.

	 	 
	4. 	 You will declare to the Board any business or beneficial
        interest which you or any connected person, as defined in the Companies
        Act 1985, has or may have with any person, firm or company which in any
        way deals with the Company or with any other member of the Group. You
        will comply with the policy of the Company as may be in force from time
        to time in relation to conflicts of interest.

	 	 
	5. 	 You shall treat as secret and confidential and shall
        not, except in the proper course of your duties, during or after your
        period of appointment divulge or otherwise make use of confidential information
        relating to any member of the Group; but this restriction shall not apply
        to any information which enters the public domain otherwise than through
        unauthorised disclosure by you.

	 	 
	6. 	 Both you and the Company shall be entitled to terminate
        this agreement on 3 months written notice.

	 	 
	7. 	 If this Agreement shall terminate for whatever reason
        and howsoever caused, you shall forthwith resign as a Director of and
        resign from any other office which you may then hold with any member of
        the Group.

	 	 
	8. 	 Upon the termination of your appointment you agree immediately
        to deliver to the Company any and all property in your control relating
        to the business or affairs of any member of the Group and shall not retain
        any copies.

	 	 
	9. 	 It is agreed that you are an employee of the Company
        and a member of the Group and that this Agreement shall be ad hoc to the
        contract of employment.

	 	 
	10. 	 This Agreement sets out the entire agreement between
        you and the Company and supersedes all prior agreements and understandings
        relating to this subject matter.

	 	 
	11. 	 The parties hereto do not intend that any term of this
        Agreement should be enforceable by any third party as provided by The
        Contracts (Rights Of Third Parties) Act 1999

	 	 
	12. 	 This Agreement shall be governed by English Law.









3

I should be grateful if you would sign and return the enclosed
  copy of this letter to indicate your agreement and acceptance of its terms.

Yours sincerely,

/s/ Ulrik DeBo

Power of Attorney on behalf of Laura Mouck 

  For and on behalf of ABS GLOBAL CAPITAL Inc

I hereby agree to and accept the above terms

	/s/ Nathan Amery 	  
	Nathan Amery 	Date: 30th March 2004