Exhibit 10.2(b)

                     AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT

                    VLADIMIR F. KUZNETSOV AND IPORUSSIA, INC.

     AMENDMENT  NO. 1 dated as of November 29,  2002,  to  EMPLOYMENT  AGREEMENT
("Agreement")  dated as of April 1, 2002,  by and  between  IPORUSSIA,  INC.,  a
Delaware corporation, having a place of business at 12 Tompkins Avenue, Jericho,
NY 11753 (hereinafter designated and referred to as "Company"),  and Vladimir F.
Kuznetsov (hereinafter designated and referred to as "Employee").

     WHEREAS, the Company and Employee desire to amend the Agreement.

     NOW THEREFORE, in consideration of the promises and mutual covenants herein
contained, the parties hereto agree as follows:

     1.  AMENDMENT.  Section 2 of the  Agreement  is restated in its entirety to
read as follows:

     2.  EFFECTIVE  DATE:  The  effective  date (the  "Effective  Date") of this
Agreement  shall  commence  two weeks after the Company  obtains  funding in the
amount of Two Hundred and Fifty Thousand Dollars (USD$250,000). If the Effective
Date does not commence  before April 15, 2003 either  party may  terminate  this
Agreement on ten (10) days written notice, unless mutually extended.

          2.   MISCELLANEOUS.  All terms used, but not defined, herein
               shall  have the  respective  meanings  set forth in the
               Agreement.  Except as otherwise  expressly  modified by
               this  Amendment,  the  Agreement  shall  remain in full
               force and effect in  accordance  with its  terms.  This
               Amendment may be executed in two or more  counterparts,
               each of which shall be deemed an  original,  but all of
               which  together  shall  constitute  one  and  the  same
               instrument.

     IN WITNESS WHEREOF, the parties have duly executed this Amendment as of the
day and year first above written.

                                    IPORUSSIA, INC.


                                    By: /s/ Leonard W. Suroff
                                        -------------------------------
                                            Leonard W. Suroff
                                            Treasurer


                                        /s/ Vladimir F. Kuznetsov
                                        -------------------------------
                                            Vladimir F. Kuznetsov
                                            Employee

                             Page 1 of 1