================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10-K/A
                               (Amendment No. 1)
                                   (Mark One)

         [x]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                            SECURITIES EXCHANGE ACT OF 1934
         For the fiscal year ended June 30, 1998
                                                         OR
         [  ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                   SECURITIES EXCHANGE ACT OF 1934

         For  the transition  period from ______ to ______ Commission File
         Number 0-23388

                         Commission File Number 0-23388
                              --------------------

                           VIDEO SERVICES CORPORATION

                          (Exact name of registrant as
                           specified in its charter)

         DELAWARE                                              13-3735647
(State or other jurisdiction of                            (I.R.S. Employer
incorporation or organization)                            Identification No.)

   240 Pegasus Avenue
 Northvale, New Jersey                                            07647
 (Address of principal                                         (Zip Code)
   executive offices)

        Registrant's telephone number, including area code (201) 767-1000
                              --------------------

           SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
                     Common Stock, par value $.0l per share
                                (Title of Class)

           SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
                                      None
                               -------------------

     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.

                                 Yes [X] No [ ]
                              --------------------

     Indicate by check mark if disclosure of delinquent  filers pursuant to Item
405 of Regulation S-K  (ss.229.405) is not contained herein, and will not be
contained,  to the  best of  registrant's  knowledge,  in  definitive  proxy  or
information  statements  incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K [X].
                              --------------------

The aggregate market value of the registrant's  common stock, par value $.0l per
share,  held by persons other ,than affiliates of the  registrant, as of October
23, 1998, was approximately $6,184,305.

                              --------------------

The number of outstanding  shares of the  registrant's  common stock,  par value
$.0l per share, as of October 23, 1998, was: 13,286,307.

                      DOCUMENTS INCORPORATED BY REFERENCE:
                                      None

================================================================================
<PAGE>
                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Directors and Executive Officers

     The  following  table sets forth  certain  information  with respect to the
Directors and certain executive officers of the Company at October 14, 1998:
<TABLE>
<S>                       <C>       <C>

Name                       Age      Position

Robert H. Alter   (l)(2)   69       Director

Terrence A. Elkes          64       Director and Chairman of the Board

Martin Irwin               62       Director and Vice Chairman of the Board

Louis H. Siracusano        56       Director, President and Chief Executive Officer

Raymond L. Steele (l)(2)   63       Director

Frank Stillo (1)(2)        64       Director

Donald H. Buck             59       Vice President

Steven G. Crane            42       Vice President and Chief Financial Officer

Michael E. Fairbourne      45       Vice President - Administration, Chief Accounting Officer and Secretary

Daniel Rosen               60       Vice President - Post Production

Gary R. Strack             46       Vice President - Planning
</TABLE>


(1)  Member of  the Compensation Committee.
(2)  Member of the Audit Committee.

     Robert H. Alter became a director of the Company upon  consummation  of the
Merger  and had been a  director  of IPL  since  October  1993.  Mr.  Alter is a
director  of Source  Media,  Inc.  and the Vice  Chairman  and a director of the
Cabletelevision  Advertising  Bureau ("CAB"),  the national trade association of
the cable television  industry devoted to marketing and advertising,  a position
he has held since  October 1991.  From October 1991 to October  1992,  Mr. Alter
served as the senior  advisor to the Board of Directors  of Star  TV/Hong  Kong.
Prior to October  1991,  Mr.  Alter,  who  founded  the CAB,  also served as its
President and Chief Executive Officer for ten years. In November 1992, Mr. Alter
was elected President of Alter Associates, Inc.

     Terrence A. Elkes  became a director  and the  Chairman of the Board of the
Company upon consummation of the Merger and had been a director and the Chairman
of the Board of IPL since  October  1993.  Mr. Elkes  served on the  partnership
committee of MTE Co. from July 1992 to February  1994,  when it  dissolved  upon
consummation of IPL's initial public offering.  Mr. Elkes is a Managing Director
of Apollo Partners,  Ltd. ("Apollo"),  a private investment firm involved in the
acquisition  of  companies  in  the  media,  communications,  entertainment  and
broadcasting  fields,  which he  co-founded  in 1987 with Mr.  Gorman,  a former
director  of IPL.  Prior to forming  Apollo,  Mr.  Elkes was  employed by Viacom
International,  Inc.  where he  served as  President  from  1978-1982  and Chief
Executive Officer from 1983-1987.  Mr. Elkes serves as director of IDC Services,
Inc., a private  company based in Illinois  ("IDC") and is an indirect  owner of
IDC through his interest in Apollo.  On December 29, 1993,  IDC filed for relief
under Chapter 11 of the Bankruptcy  Code. Its prepetition  debts and liabilities
were discharged in January 1996.
<PAGE>
     Martin Irwin became a director  and the  Vice-Chairman  of the Board of the
Company upon  consummation of the Merger and had been a director,  President and
Chief  Executive  Officer of IPL since October 1993.  Prior  thereto,  Mr. Irwin
served as President, Chief Executive Officer and was a member of the partnership
committee of MTE Co. from August 1992 to February  1994,  when it dissolved upon
consummation of IPL's initial public offering.  From September 1991 through June
1992,  Mr.  Irwin ran the  post-production  operations  of Old  Video,  which he
co-founded in 1979. Mr. Irwin served as President, Chief Operating Officer and a
director  of Old Video from 1979 to 1989 and then  served as a  director  of and
Senior  Consultant  to Old Video  from  July  1989  until  July  1992.  Prior to
co-founding Old Video,  Mr. Irwin was employed by EUE/Screen Gems, a division of
Columbia  Pictures  Industries,  Inc.,  where  he last  served  as  Senior  Vice
President and General Manager.

     Louis H.  Siracusano  became a  director,  President  and  Chief  Executive
Officer of the Company upon  consummation  of the Merger and had been a director
of IPL since October 1993.  Prior thereto,  Mr.  Siracusano had been a member of
the  partnership  committee of MTE Co. from July 1992 to February 1994,  when it
dissolved upon  consummation of IPL's initial public offering.  He served as the
Chairman,  Chief  Executive  Officer  and a director of Old Video since 1986 and
President  since 1989.  Mr.  Siracusano  also served as  President of Audio Plus
Video from July 1989 to February 1994. Mr. Siracusano was a founder of Old Video
and  served in  various  capacities  with Old Video  since  its  formation.  Mr.
Siracusano was with Ampex Corporation and the American  Broadcasting  Company in
various  sales  and  engineering  management  positions  prior  to  Old  Video's
formation in 1979.

     Raymond L. Steele became a director of the Company upon consummation of the
Merger and currently  serves as Chairman of the  Compensation  Committee.  Prior
thereto,  Mr.  Steele had been a Principal of  Pacholder  Associates,  Inc.,  an
institutional  money  manager and workout  specialist,  until his  retirement in
1991.  Since  November  1993, he has been  retained as a consultant  for Emerson
Radio Corp., NUWAVE Technologies Inc., a distributor of video enhancement chips,
Home Holdings,  Inc., an insurance holding company,  and GFTA, a German software
developer.  He served as a  director  of  numerous  companies,  including  Orion
Pictures Corporation and Webcraft Technologies,  Inc., and currently serves as a
director of Emerson Radio Corp., ICH Corp., Pharmhouse,  Inc., Modernfold, Inc.,
a manufacturer of movable walls, and GFTA.

     Frank  Stillo  became a director of the Company  upon  consummation  of the
Merger and  currently  serves as  Chairman of the Audit  Committee.  He has been
active in the  printing  industry  since 1950 and  co-founded  his own  printing
company  in 1968.  Since  1989,  Mr.  Stillo  has been the  Chairman  and  Chief
Executive  Officer  of Sandy  Alexander,  Inc.,  a  printing  company  and Chief
Executive Officer of MGA Printing Co., a subsidiary of Sandy Alexander, Inc. and
has served as its President since 1981. Mr. Stillo also currently  serves as the
President of The Metropolitan Lithographers Association,  director of Web Offset
ASS-PIA and trustee of ALA -S&A Fund and Pension Fund.

     Donald Buck became the Company's Vice President and President of Audio Plus
Video  International,  Inc. upon consummation of the Merger.  Prior thereto, Mr.
Buck  served as a Senior Vice  President  of Old Video since  August  1987,  the
President of Atlantic Satellite  Communications,  Inc. since August 1992 and the
President of Waterfront  Communications  Corporation  since April 1993. Mr. Buck
served as President of Video Dub,  Inc.  (formerly,  a subsidiary  of Old Video)
from 1980.  During  1975-1980,  he was an Executive  Vice President of Sales for
E.U.E. Screen Gems Video Division of Columbia Pictures Industries.

     Steven  G.  Crane  has been the  Company's  Vice  President  and the  Chief
Financial  Officer since October 27, 1997. Prior thereto,  Mr. Crane started and
owned his own company, ATE, Inc., which supplies used, rebuilt and new packaging
relating equipment to the beverage industry worldwide,  since February 1995. Mr.
Crane also  currently  serves as a director  of ATE,  Inc.  From  August 1990 to
February  1995,  Mr.  Crane  served as a  Division  Chief  Financial  Officer of
Pepsi-Cola International, a subsidiary of PepsiCo, Inc.

     Michael E. Fairbourne  became the Company's Vice  President-Administration,
Chief Accounting  Officer and Secretary upon  consummation of the Merger.  Prior
thereto,  Mr. Fairbourne served as the Senior Vice  President-Administration  of
Old  Video  since  March  1994.   Previously,   Mr.   Fairbourne  was  the  Vice
President-Controller  of Old  Video  from  July  1987  to  March  1994  and  the
Controller of Old Video from September  1983 to July 1987.  Prior to joining Old
Video, from 1976 to 1983, Mr. Fairbourne, a certified public accountant,  was in
private practice.

     Daniel Rosen was elected the Company's  Vice  President-Post  Production in
May 1998 and was elected  President of Manhattan  Transfer in May 1994.  Prior
thereto,  Mr.  Rosen  served as the Vice  President of IPL from May 1994 until
August 1997. Prior to that time, Mr. Rosen was President of Editel NY for twelve
years. During 1991-1992, Mr. Rosen also served as President of Editel LA and was
named  President of the New York  divisions of Unitel  Video,  namely Unitel NY,
Editel NY and Windsor Digital, which were acquired by Unitel Video in May 1992.
<PAGE>
     Gary R.  Strack  was  elected  the  Company's  Vice  President-Planning  in
February 1998. Prior thereto, Mr. Strack served as the Vice President, Treasurer
and  Secretary of IPL from January  1995 until August 1997.  Mr.  Strack was the
Vice President,  Controller and Secretary of IPL from October 1993 until January
1995.  He had served as Treasurer of Old Video from May 1989 until October 1993.
Prior to that time, he was Assistant Controller of Old Video for four years. Mr.
Strack, a certified  public  accountant,  was the Assistant  Controller of Damon
Creations, Inc., an apparel company, from 1981 to 1984.

     There are no family  relationships  among the above directors and executive
officers.

Board of Directors

     The Board of  Directors of the Company  consists of six members.  Directors
serve for terms of one year and until their successors are duly elected and have
qualified.

Section 16(a) Beneficial Ownership Reporting Compliance

     Section 16(a) of the Securities Exchange Act of 1934, as amended,  requires
the Company's  directors and executive officers and persons who beneficially own
more than ten percent (10%) of the Company's  common stock (the "Common  Stock")
(collectively, the "Reporting Persons") to file with the Securities and Exchange
Commission  initial  reports of  beneficial  ownership and reports of changes in
beneficial  ownership  of the Common  Stock.  Reporting  Persons are required to
furnish the Company with copies of all such reports. To the Company's knowledge,
based solely on a review of copies of such reports  furnished to the Company and
certain  representations  of the Reporting  Persons,  the Company  believes that
during the 1998  fiscal  year all of the  Reporting  Persons  complied  with all
applicable Section 16(a) reporting requirements.
<PAGE>
ITEM 11. EXECUTIVE COMPENSATION

The following table sets forth all  compensation  paid or accrued by the Company
for the 1998  fiscal  year with  respect to (a) the  Company's  Chief  Executive
Officer and (b) each of the four most  highly  compensated  executive  officers,
other than the Chief Executive  Officer,  of the Company at June 30, 1998, whose
salary and bonus from the  Company in the 1998  fiscal  year  exceeded  $100,000
(collectively, the "Named Executive Officers"):
<TABLE>

                                                                                                Long Term
                                                                                               Compensation
                                                 Annual Compensation
                               ---------------------------------------------------------    -------------------

                                                                                               Number of
                                                                          Other Annual        Securities
    Name and Principal                                                    Compensation        Underlying           All Other
         Position               Year        Salary          Bonus            (1)(2)           Options (3)         Compensation
---------------------------    -------     ----------     ----------     ---------------    ----------------    -----------------
<S>                           <C>         <C>            <C>            <C>                <C>                 <C>

Louis H. Siracusano
   Chief Executive             1998         $191,775      $  60,000         $     3,095           ---              $ 26,261 (7)
   Officer, President          1997          144,000         20,000               2,160           ---                24,569 (7)
   and Director                1996          144,000         75,000               2,310           ---                23,001 (7)

Steven G. Crane (4)
   Vice President and          1998         $107,692      $  38,500                ---           75,000               ---
Chief Financial Officer        1997           ---             ---                  ---            ---                 ---
                               1996           ---             ---                  ---            ---                 ---

Donald H. Buck
   Vice President              1998         $173,394      $  40,000        $      2,190           ---                 ---
                               1997          144,000         20,000               2,292           ---                 ---
                               1996          144,000        100,000               2,310           ---                 ---

Michael E. Fairbourne
  Vice President -             1998         $110,000      $  27,500         $     1,913          10,000 (6)           ---
  Administration , Chief       1997           90,000         17,500               1,650           ---                 ---
  Accounting Officer and       1996           86,000         20,000               1,440           ---                 ---
  Secretary

Daniel Rosen (5)
  Vice President -             1998         $190,385      $  25,000         $     1,606           ---                 ---
  Post Production,             1997           ---             ---                  ---            ---                 ---
  President of Manhattan       1996           ---             ---                  ---            ---                 ---
  Transfer/Edit, Inc.
</TABLE>

(1)  The amounts set forth in this column  represent  matching  contributions by
     the Company on behalf of the Named  Executive  Officers under the Company's
     401(k) plan.

(2)  Excludes items,  which are, in the aggregate,  the lesser of either $50,000
     or 10% of the executive's total annual salary and bonus.

(3)  All options granted to the Named Executive Officers in the 1998 fiscal year
     represent  options  granted under the 1997 Long Term  Incentive Plan ("1997
     Plan").

(4)  Represents compensation from October 27, 1997 to June 30, 1998.

(5)  Represents compensation from August 27, 1997 to June 30, 1998.

(6)  Does not  include  options to acquire  60,000  shares of Common  Stock from
     Messrs.  Siracusano,  Ferolito  and Buck at an exercise  price of $2.00 per
     share.

(7)  Includes life and disability insurance paid by the Company.
<PAGE>
Option Grants in Last Fiscal Year

     The following table provides information with respect to the grant of stock
options  during  the 1998  fiscal  year to the  Named  Executive  Officer.  Only
information concerning those Named Executive Officers who received option grants
in fiscal 1998 is provided:
<TABLE>

                                                                                                        Potential
                                                                                                       Realizable
                                                                                                    Value at Assumed
                            Number of                                                                Annual Rates of
                            Securities         % of Total                                              Stock Price
                            Underlying       Options Granted       Exercise                         Appreciation for
                             Options         to Employees in       Price Per       Expiration        Option Term (4)
                                                                                                   --------------------
Name                       Granted (1)      Fiscal Year 1998       Share ($)          Date             5% ($) 10% ($)
----------------------     -------------    ------------------    ------------     ------------    --------------------
<S>                       <C>              <C>                   <C>              <C>             <C>
Steven G. Crane              75,000 (2)                 20.38           3.375         10/27/07      $143,925 $379,125

Michael E. Fairbourne        10,000 (3)                  2.72           2.94           8/27/07        23,540   54,900
</TABLE>

(1)  All options granted to the named Executive Officers in the 1998 fiscal year
     represent  options  granted  under the 1997 plan.
(2)  Vests on October 27, 2000.
(3)  Vests on August 27, 2000.
(4)  Valuation  is  based  upon the  potential  realizable  dollar  value of the
     replacement  option grants with assumed rates of appreciation of 5% and 10%
     per annum from the date of grant to the end of the option term. These rates
     are set by the Securities  and Exchange  Commission and are not intended to
     forecast possible future appreciation of this Company's stock price.

Aggregated Option Exercises and Fiscal Year-End Option Value Table

     The following  table provides  information  with respect to the exercise of
stock options  during the 1998 fiscal year by the Named  Executive  Officers and
the value of unexercised  options owned by the Named Executive  Officers at June
30, 1998:
<TABLE>

                                                               Number of Securities
                              Number of                       Underlying Unexercised          Value of Unexercised
                               Shares                               Options at              In-the-Money Options at
                             Acquired on        Value              June 30, 1998             June 30, 1998 (1) (2)
Name                          Exercise        Realized       Exercisable/Unexercisable     Exercisable/Unexercisable
-----------------------     --------------    ----------     --------------------------    ---------------------------
<S>                        <C>               <C>            <C>                           <C>

Louis H. Siracusano              ---             ---                  0/0                             0/0
Steven G. Crane                  ---             ---                  0/75,000                        0/0
Donald H. Buck                   ---             ---                  0/0                             0/0
Michael E. Fairbourne            ---             ---                  0/10,000 (3)                    0/600
Daniel Rosen                     ---             ---             75,000/0                             0/0
</TABLE>

(1) The value is based on the excess of the market  price of the Common Stock at
    June 30, 1998 over the exercise price of the unexercised options.
(2) At June 30, 1998,  the closing bid price of the Common Stock on the American
    Stock Exchange was $3.00 per share.
(3) Does not  include  options to  acquire  60,000  shares of Common  Stock from
    Messrs. Siracusano, Ferolito and Buck at an exercise price of $2.00 per
    share.
<PAGE>
Long-Term Incentive Plans - Awards in the Last Fiscal Year

     The following table provides information with respect to each award made to
the Named Executive Officers under the Company's long-term incentive plan during
the last fiscal year. Only information concerning those Named Executive Officers
who received such awards in fiscal 1998 is provided.

<TABLE>

                                                                           Number of Shares
                                                                              Underlying
Name                                                                     Options Granted (1)         Vesting Period
-------------------------------------------------------------------     -----------------------    --------------------
<S>                                                                   <C>                         <C>

Steven G. Crane..................................................               75,000               10/27/97-10/27/00
Michael E. Fairbourne............................................               10,000                 8/27/97-8/27/00
</TABLE>

(1)  All options granted to the Named Executive Officers in the 1998 fiscal year
     represent options granted under the 1997 plan.

Compensation of Directors

     Each  member of the Board who is not an  officer  of the  Company  receives
4,000 shares of the  Company's  Common  Stock  (6,000  shares in the case of the
Chairman of the Board) for serving on the Board plus $750 ($1,500 in the case of
the  Chairman  of the Board) and  reimbursement  of  expenses  for each Board or
committee meeting attended.  Directors who chair committees  receive $1,000 plus
reimbursement of expenses for each committee meeting attended.

     The  stockholders  and directors of the Company adopted a restricted  share
plan for directors who are not employees of the Company (the "Director Plan"). A
total of 50,000  shares of Common  Stock is available  for  issuance  under such
plan.  During fiscal year 1998, 6,000 shares of common stock were awarded to Mr.
Stillo and Mr. Steele.

     A special  committee  consisting  of  Messrs.  Alter,  Elkes and  Gorman (a
director prior to the Merger) were appointed by the Board of Directors of IPL to
evaluate and negotiate the Merger Agreement on behalf of IPL. In connection with
this service, each of Messrs. Alter, Elkes and Gorman received $15,000.

Employment   Contracts,   Termination   of  Employment   and   Change-of-Control
Arrangements

     At the time of the Merger,  the Company entered into employment  agreements
with Messrs.  Louis H.  Siracusano  and Donald H. Buck.  Under Mr.  Siracusano's
employment  agreement  with the Company,  he serves as the  President  and Chief
Executive  Officer of the Company for a four (4) year period or twenty four (24)
months  following  notice of  termination  by the Company or by Mr.  Siracusano,
whichever is later. Under Mr. Buck's employment  agreement with the Company,  he
serves as the Vice  President  of the  Company  for a three  (3) year  period or
twelve (12) months following notice of termination by either party, whichever is
later.

     Mr.  Siracusano's  employment  agreement  provides for base compensation of
$200,000  per annum,  and annual  bonuses  and a  long-term  bonus  based on the
Company's  achievement  of  certain  cash  flow  and net  income  targets  to be
determined by Mr. Siracusano and the Compensation  Committee of the Board. Under
the terms of the employment agreement,  Mr. Siracusano is entitled to receive an
annual bonus of between 5% and 40% of his base salary for the relevant year upon
the  Company's  achievement  of a  percentage  (ranging  from 90% to  109.9%  or
greater)  of the  agreed  upon cash flow and net income  targets  for such year,
which bonus is payable  within  thirty (30) days of delivery to the Board of the
Company's audited financial  statements.  In addition,  the employment agreement
provides that Mr. Siracusano is entitled to receive a long-term bonus of between
12.5% and 100% of his cumulative  base salary for the entire  contract period if
the Company achieves a percentage (ranging from 90% to 109.9% or greater) of the
agreed upon cash flow and net income  targets  for such  period.  The  long-term
bonus is payable in a single  installment  within thirty (30) days following the
delivery of the Company's audited financial statements for the period ended June
30, 2001 and is to be reduced by amounts  previously  paid to Mr.  Siracusano as
annual bonuses.  The employment agreement further provides that the Compensation
Committee  of the Board may award Mr.  Siracusano  other  bonus  payments in its
discretion.

     Mr. Buck's employment  agreement provides for base compensation of $175,000
per annum and a bonus to be negotiated and agreed upon by the parties.
<PAGE>
     Each of Messrs. Siracusano's and Buck's employment agreements provides that
(i) the  Compensation  Committee  may award a  discretionary  bonus to him on an
annual basis, (ii) each is entitled to participate in such  compensation  plans,
incentive plans, group life, health,  accident,  disability and  hospitalization
insurance  plans,  pension  plans and  retirement  plans as the Company may make
available to its other executive  employees,  and (iii) upon termination without
cause, he is entitled to receive his annual base  compensation and any incentive
compensation  for  the  remainder  of  the  originally  scheduled  term  of  the
employment  agreement.  Termination  for cause includes  termination for breach,
nonperformance,  fraud  or  conviction  of a  felony.  Additionally,  each  such
employment  agreement  provides  that the employee is entitled to terminate  his
employment  at any time during the  six-month  period  following  any "Change in
Control" (as defined in the 1997 plan) that results in a material  diminution in
the capacity and terms of his employment.  Any such termination is to be treated
as a termination without cause.

     Mr.  Steven  Crane's  agreement  with  the  Company  provides  for (i) base
compensation  of $160,000 per annum,  (ii) a bonus of 75% of the Chief Executive
Officer's bonus, (iii) stock options pursuant to the 1997 Plan of 75,000 shares,
(iv) a car allowance of $600 per month, (v) $25,000 for moving expenses and (vi)
a loan of $25,000 for use in facilitating his move.

     IPL entered into an employment  agreement  with Daniel  Rosen,  with a term
commencing on May 23, 1994 and ending on May 22, 1997 or twelve months following
a notice of  termination  by either  party,  whichever  is  later.  Mr.  Rosen's
contract  provided for base compensation of $200,000 per annum and a bonus equal
to two percent (2%) of his base salary for each one percent (1%) increase in the
profitability  of MTE and its  subsidiaries  compared  to the prior year or base
year,  whichever  is higher.  Effective  as of May 1,  1995,  Mr.  Rosen's  base
compensation was increased to $225,000 per annum. The agreement further provides
that (i) the Compensation Committee may award a discretionary bonus to Mr. Rosen
under  certain  circumstances,  (ii)  he is  entitled  to  participate  in  such
compensation plans,  incentive plans, group life, health,  accident,  disability
and hospitalization  insurance plans,  pension plans and retirement plans as the
Company may make  available  to its other  executive  employees,  and (iii) upon
termination  without  cause,  Mr.  Rosen is  entitled to receive his annual base
compensation and any incentive  compensation for the remainder of the originally
scheduled term of the agreement.  Termination for cause includes termination for
breach,  nonperformance,  fraud or  conviction  of a felony.  Additionally,  the
agreement provides that Mr. Rosen is entitled to terminate his employment at any
time during the six-month  period  following any "change in control" (as defined
in the 1993 Long-Term  Incentive Plan) that results in a material  diminution in
the capacity and terms of his employment.  Any such  termination will be treated
as a termination without cause.

     The Company and Martin Irwin entered into a severance agreement dated as of
August 26, 1997.  The agreement  provides for Mr. Irwin to be paid severance of:
(i)  $150,000  per year for one year,  (ii)  $100,000  per year for the one year
period thereafter and (iii) $75,000 per year for the one year period thereafter.
Mr.  Irwin is also  entitled,  for a period of three  years from the date of the
agreement,  to participate in and receive such  benefits,  services,  equipment,
compensation and incentive plans and group life,  health,  accident,  disability
and hospitalization  insurance plans,  pension plans and retirement plans as the
Company may make  available  to  employees  of the Company at the expense of the
Company.  In  addition,   as  part  of  such  severance  package,   Old  Video's
stockholders  agreed to grant to Mr.  Irwin,  on a pro rata  basis,  options  to
purchase an aggregate of 75,000  shares of the Common Stock they received in the
Merger at an exercise price of $0.75 per share. Such options are fully vested.

     The 1993 Long-Term  Incentive Plan ("1993 Plan") provides that in the event
of a  "change  in  control"  (as  defined  in the  1993  Plan),  (i)  all  stock
appreciation  rights  outstanding  for at least six (6) months  and all  options
awarded  under  the  1993  Plan  not  previously  vested  and  exercisable  will
immediately  become  fully  vested and  exercisable,  and (ii) the  restrictions
applicable to any  restricted  shares awarded under the 1993 Plan will lapse and
such shares will be deemed fully vested. Consummation of the Merger was deemed a
change in  control  under the 1993 Plan,  and,  as a result of the  Merger,  the
50,000 stock  options  held by Daniel  Rosen,  who was the only Named  Executive
Officer under the 1993 Plan,  immediately vested and became  exercisable.  If an
employee's  employment  is  terminated  due to a Change  in  Control,  his stock
options under the 1993 Plan remain exercisable for the shorter of five (5) years
or the remainder of the original term and shall thereafter terminate.

     The 1997 Long Term  Incentive  Plan ("1997  Plan") was adopted by the Board
and approved by the  Stockholders  in connection  with the  consummation  of the
Merger to replace IPL's 1993 Plan which would have expired in 2004.  These plans
are similar in their terms except that, among other things, the aggregate number
of shares of Common  Stock  issuable  under the 1997 Plan has been  increased to
735,000 from the 84,200 which  remained  available  for issuance  under the 1993
Plan, stock options (other than incentive stock options) may be issued under the
1997 Plan below the fair market value of the underlying Common Stock on the date
of  grant,  awards  may be  granted  under  the  1997  Plan to  consultants  and
independent  contractors  performing services for the Company, and certain other
revisions  in  respect  of recent  changes  in  federal  securities  regulations
affecting equity  compensation plans, as well as revisions in respect of Section
162(m) of the Internal  Revenue Code of 1986, as amended,  have been made to the
1997 Plan. The 1997 Plan shall continue in effect until July 9, 2007.
<PAGE>
Compensation Committee Interlocks and Insider Participation

     During fiscal year 1998, the members of the  Compensation  Committee of the
Board were Messrs.  Steele (Chairman),  Stillo and Alter. During such time, none
of Messrs. Steele, Stillo and Alter were employees of the Company.
<PAGE>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth certain information regarding the beneficial
ownership  of the Common  Stock at October 23, 1998 by (a) all persons  known by
the Company who own beneficially  more than five percent (5%) of the outstanding
Common Stock, (b) each Director of the Company,  (c) each of the Named Executive
Officers and (d) all Directors and Named Executive  Officers of the Company as a
group. Unless otherwise indicated,  each of the persons or entities listed below
exercises  sole  voting and  investment  power over the shares that each of them
beneficially owns:
<TABLE>

Name                                                                         Common Stock            Percent of Class
--------------------------------------------------------------------     ----------------------    ---------------------
<S>                                                                     <C>                       <C>

5% Beneficial Owners:

The Equitable Companies Incorporated, The Equitable Life
Assurance Society of the United States, Equitable Deal Flow Fund,
L.P. and Equitable Capital Management Corporation................        2,562,105 (1)             19.28%

Sandler Capital Management, Sandler
Associates and J.K. Media L.P....................................        2,272,000 (2)             17.10%

Arnold P. Ferolito...............................................        3,050,382 (3)(19)         22.96%

Directors:

Robert H. Alter..................................................        13,000                      *

Terrence A. Elkes................................................        522,012 (4)(5)(6)(7)       3.93%

Martin Irwin.....................................................        268,417 (8)(9)             2.02%

Louis H. Siracusano..............................................        3,152,982 (3)(18)(19)     23.73%

Raymond L. Steele................................................        14,000                      *

Frank Stillo.....................................................        19,000 (10)                 *

Named Executive Officers:

Donald H. Buck...................................................        523,681 (3)(19)            3.94%

Steven G. Crane..................................................        100,000 (11)(12)            *

Michael E. Fairbourne............................................        70,000 (13)(14)             *

Daniel Rosen.....................................................        101,250 (15)(16)(17)        *

All Directors and Named Executive Officers as a group,                   4,730,498(20)             35.60%
consisting of 10 persons.
</TABLE>

*        Less than 1%.

(1)  Based on  Amendment  No. 1 dated  July 8,  1997 to  Schedule  13D  filed on
     November  8,  1996.  The  business  address  of  The  Equitable   Companies
     Incorporated  ("Equitable"),  The Equitable Life  Assurance  Society of the
     United  States  ("ELAS"),  Equitable  Deal Flow  Fund,  L.P.  ("EDFF")  and
     Equitable Capital  Management  Corporation  ("ECMC") is 787 Seventh Avenue,
     New York,  New York 10019.  ELAS is a wholly owned  subsidiary of Equitable
     and is the  general  partner of the  general  partner of EDFF.  ECMC is the
     investment  manager of EDFF. EDFF is the record holder of 1,633,758  shares
     of Common  Stock  (approximately  26% prior to the  Merger) and ELAS is the
     record holder of 928,347 shares of Common Stock (approximately 15% prior to
     the Merger).  ELAS also  beneficially  owns indirectly the 1,633,758 shares
     held by EDFF through its control of EDFF. Because of its ownership of ELAS,
     Equitable may be deemed to beneficially own indirectly the 2,562,105 shares
     of Common Stock held by ELAS and EDFF.  Certain  other persons and entities
     (AXA  Assurances  I.A.R.D.  Mutuelle;  AXA Assurances  Vie Mutuelle;  Alpha
     Assurances I.A.R.D.  Mutuelle;  Alpha Assurances Vie Mutuelle; AXA Courtage
     Assurance Mutuelle; Finaxa; AXA; Claude Bebear, Patrice Gamier and Henri de
<PAGE>
     Clermont-Tonnerre)  may also be deemed to beneficially  own indirectly such
     2,562,105 shares because of their relationships to Equitable;  however, all
     of these  parties  expressly  disclaim  any  beneficial  ownership of these
     shares. Messrs.  Terrence A. Elkes and Kenneth F. Gorman each has an option
     to purchase 149,512 shares of such Common Stock.  Such options were granted
     by  Holdings  in  connection   with  IPL's  Initial  Public   Offering  and
     Acquisition (and assumed by Equitable as a result of its acquisition of the
     underlying  shares of Common Stock from Holdings).  These  non-transferable
     options are exercisable at $2.06 per share and terminate in February 2000.

(2)  Based on Amendment No. 6 dated June 11, 1998 to Schedule 13D dated December
     21,  1994.  The  Reporting  Persons  are  Sandler  Capital  Management,   a
     registered  investment adviser and a New York general partnership  ("SCM"),
     and Harvey  Sandler,  Barry Lewis (through June 30, 1997),  John Kornreich,
     Michael Marocco and Andrew Sandler (each, a "Individual", and collectively,
     the "Individuals"). SCM shares are held through 21st Century Communications
     Partners,   L.P.  ("21st  Century"),   21st  Century  Communicatio,ns  T.E.
     Partners,  L.P. ("T-E") and 21st Century  Communications  Foreign Partners,
     L.P.  ("Foreign"),   each  of  which  is  a  Delaware  limited  partnership
     (collectively,  the  "Partnerships").  SCM also  hold  shares  on behalf of
     certain  managed  accounts with respect to which SCM  exercises  investment
     discretion.  Each  Individual,  through  a  Delaware  corporation  that  is
     controlled by such  Individual and that serves as a general partner of SCM,
     may be deemed to be a  beneficial  owner of the shares of Common Stock held
     by the Partnerships and such managed  accounts.  Of the 2,272,000 shares of
     Common  Stock,  1,752,000  of  such  shares  are  held by  Sandler  Capital
     Management,  Sandler  Associates,  a New  York  limited  partnership,  owns
     400,000  shares of Common Stock (each  Individual  is a general  partner of
     Sandler  Associates)  and J.K.  Media L.P., a New York limited  partnership
     controlled by John  Kornreich,  owns 120,000  shares of Common  Stock.  The
     business address of these entities is 767 Fifth Avenue,  New York, New York
     10153.

(3)  Messrs. Elkes and Gorman each has an option to purchase 14,616,  14,616 and
     768 of Messrs.  Siracusano's,  Ferolito's and Buck's shares,  respectively.
     See footnote (5). Mr. Irwin received,  upon the consummation of the Merger,
     an option to  purchase  36,540,  36,540 and 1,920 of Messrs.  Siracusano's,
     Ferolito's  and  Buck's  shares,   respectively.   See  footnote  (9).  Mr.
     Fairbourne  has an option to purchase  29,232,  29,232 and 1,536 of Messrs.
     Siracusano's,  Ferolito's  and Buck's  shares,  respectively.  See footnote
     (13).

(4)  Includes  five-year,  non-qualified  options to purchase  30,000  shares of
     Common Stock at an exercise  price of $11.00 per share granted by IPL as of
     February 15, 1994 to each of Messrs.  Elkes and Gorman in  connection  with
     IPL's Initial  Public  Offering and the  Acquisition.  Such options  vested
     three (3) months after the  consummation  of IPL's Initial Public  Offering
     and are non-transferable.

(5)  Includes  five-year options to purchase 30,000 shares of Common Stock at an
     exercise  price of $11.00 per share  granted by Old Video as of the date of
     the consummation of IPL's Initial Public Offering to each of Messrs.  Elkes
     and  Gorman in  connection  with  IPL's  Initial  Public  Offering  and the
     Acquisition. Such options vested three (3) months after the consummation of
     IPL's Initial Public Offering and are  non-transferable.  Such options were
     canceled  upon  consummation  of the Merger and  replaced  with  options to
     purchase  the same  number of shares of Common  Stock on the same terms and
     conditions from the Old Video stockholders.

(6)  Includes  six-year,  non-qualified  options to purchase  149,512  shares of
     Common  Stock at an exercise  price of $2.06 per share  granted by Holdings
     (and  assumed by  Equitable)  as of the date of the  consummation  of IPL's
     Initial Public  Offering to each of Messrs.  Elkes and Gorman in connection
     with IPL's Initial Public Offering and the  Acquisition,  and in settlement
     of Apollo's rights under a certain contract with Holdings. Such options are
     non-transferable and vested after January 1, 1995. See footnote (1).

(7)  Includes  10,000 shares owned by Mr. Elkes'  children.  Mr. Elkes disclaims
     beneficial ownership of all such shares.

(8)  Includes  options to purchase  40,000 shares of Common Stock granted to Mr.
     Irwin  under the 1993 Plan,  exercisable  at prices  ranging  from $4.00 to
     $6.00 per share.

(9)  Includes  options to purchase an  additional  80,000 shares of Common Stock
     granted to Mr.  Irwin under the 1993 Plan,  exercisable  at prices  ranging
     from  $4.00 to $6.00 per  share,  which  vested  upon  consummation  of the
     Merger.  Also includes options to purchase an aggregate of 75,000 shares of
     Common  Stock at an  exercise  price of $0.75  per share  granted  by
     Messrs. Siracusano, Ferolito and Buck.
<PAGE>
(10) Includes 14,000 shares of Common Stock owned by the Frank Stillo Children's
     Trust,  of which Mr.  Stillo's wife is the trustee.  Mr.  Stillo  disclaims
     beneficial ownership of such shares.

(11) Includes  options to purchase  75,000 shares of Common Stock under the 1997
     Plan,  granted to Mr.  Crane under his letter  agreement  with the Company,
     exercisable at $3.375 per share.

(12) Includes  options  dated  September  14, 1998 to purchase  25,000 shares of
     Common  Stock,  granted to Mr.  Crane under the 1997 Plan,  exercisable  at
     $3.0625.

(13) Includes  options  granted in June 1997 to purchase 60,000 shares of Common
     Stock from Messrs.  Siracusano,  Ferolito and Buck at an exercise  price of
     $2.00 per share in replacement of options to purchase  approximately 22,245
     shares of Old Video  common  stock at an exercise  price of $5.39 per share
     which were cancelled upon consummation of the Merger.

(14) Includes  options to purchase  10,000 shares of Common Stock granted to Mr.
     Fairbourne under the 1997 Plan, exercisable at $2.94.

(15) Includes (i) options to purchase  25,000  shares of Common Stock granted to
     Mr. Rosen under the 1993 Plan,  exercisable at prices ranging from $4.00 to
     $6.00 per share,  and (ii) shares of Common Stock owned by Mr.  Rosen's son
     and the Ned Rosen Trust, of which Mr. Rosen is the trustee,  in the amounts
     of 1,250 and 5,000, respectively.  Mr. Rosen disclaims beneficial ownership
     of all shares of Common Stock owned by his son and the Ned Rosen Trust.

(16) Includes  options to purchase  25,000 shares of Common Stock granted to Mr.
     Rosen under the 1997 Plan, exercisable at $3.0625.

(17) Includes  options to purchase an  additional  50,000 shares of Common Stock
     granted to Mr.  Rosen under the 1993 Plan,  exercisable  at prices  ranging
     from  $4.00 to $6.00 per  share,  which  vested  upon  consummation  of the
     Merger.

(18) Includes 39,900 shares of Common Stock transferred by Mr. Siracusano to
     seven trusts for the benefit of his family members on September 25, 1998.
     Mr. Siracusano did not retain voting power, investment power or other
     control of or interest in the 39,900 shares of Common Stock.

(19) Includes options to various employees, consultants and independent
     contractors to purchase 182,700, 182,700 and 9,600 of Messrs. Siracusano's,
     Ferolito's and Buck's shares, respectively, exercisable at prices ranging
     from $0.25 to $6.00 per share.

(20) Does not include options to purchase stock from Messrs. Siracusano and Buck
     granted to Messrs. Elkes and Irwin. See footnotes above.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Transactions with Management and Others

     The Company has entered into  employment,  termination  of  employment  and
consulting  arrangements  with certain  directors  and  officers.  See "Item 11.
Employment   Contracts,   Termination   of  Employment   and   Change-of-Control
Arrangements."

     Old Video leased a facility from a partnership, whose partners, one of whom
was Mr.  Siracusano,  then owned a majority interest in Old Video, under a lease
accounted for as an operating lease. In August 1997,  immediately  prior to the
Merger,  the principal  stockholders of Old Video contributed the stock of two S
Corporations  holding all of the general and limited partnership interest in the
partnership.  The  rental  expense  under  the lease  for the  fiscal  year 1998
amounted to $130,000.

     The Company  leases a building  from an entity  owned by certain  principal
stockholders  of the  Company,  one of  whom  is Mr.  Siracusano,  under a lease
accounted for as an operating  lease. The rental expense under the lease for the
fiscal year 1998 amounted to $270,000.
<PAGE>
     Mr. Fairbourne  was granted options in June 1997 to purchase 60,000
shares of Common Stock from Messrs. Siracusano, Ferolito and Buck at an exercise
price of $2.00 per share in  replacement  of options to  purchase  approximately
22,245 shares of Old Video common stock at an exercise  price of $5.39 per share
which were cancelled upon consummation of the Merger.

     Video Dub, Inc., a former subsidiary of Old Video which is owned by Messrs.
Siracusano,  Ferolito and Buck,  leased space at 240 Pegasus Avenue,  Northvale,
New Jersey,  in accordance with past practice,  on a  month-to-month  basis at a
rate of approximately  $11,000 per month. This lease was terminated on September
30, 1997.  Further,  the Company  agreed to provide  office  services to certain
former subsidiaries of Old Video which are owned by Messrs. Siracusano, Ferolito
and Buck  following  the  Merger  for a monthly  fee of  $1,000,  provided  such
services are reasonably proportionate to such fee.

Certain Business Relationships

     On August 27, 1997, IPL's  stockholders  voted to approve the Agreement and
Plan of Merger among Video, IPL and Messrs.  Louis  Siracusano,  Arnold Ferolito
and Donald Buck (the "Merger Agreement") pursuant to which Old Video merged with
and into IPL,with IPL being the surviving corporation. As a result of the Merger
the separate  corporate  existence of Old Video ceased. At the effective time of
the Merger,  IPL's name was changed to Video Services Corporation and the Nasdaq
National  Market  symbol was  changed to  "VSCX".  On  February  12,  1998,  the
Company's  shares of Common Stock began trading on the American  Stock  Exchange
("AMEX") under the symbol "VS".  Messrs.  Louis Siracusano,  Arnold Ferolito and
Donald Buck collectively owned all of the stock of Old Video. As a result of the
Merger, they received in the aggregate 7,011,349 shares of Common Stock (plus an
additional  212,096  shares of Common  Stock which  replaced an equal  number of
shares of IPL's  common stock then owned by Old Video which were  canceled  upon
the  Merger).  Individually,  each of  Messrs.  Siracusano,  Ferolito  and  Buck
received 3,350,382,  3,350,382 and 525,681 shares of Common Stock, respectively,
which accounted for approximately 25.33%, 25.33% and 3.97%, respectively, of the
total number of shares of Common Stock  outstanding.  Approval of the Merger was
sought by solicitation of the IPL  stockholders  through a proxy statement dated
July 25, 1997.

     The representations,  warranties and agreements of the parties contained in
the Merger  Agreement  survive for a period of fifteen (15) months following the
closing  of  the  Merger;  provided,   however,  that  the  representations  and
warranties relating to environmental, employee benefit and tax matters and title
to Video common stock survive the closing for a period of three (3) years,  plus
any extension of time with respect to employee benefit and/or tax matters agreed
to with the applicable governmental authorities. The indemnification obligations
of each of IPL on the one hand and Old Video and its  stockholders  on the other
hand as a result of a breach of their respective representations,  warranties or
agreements generally will not exceed $5,000,000. No indemnification claim may be
made against any party unless and until the aggregate  claims against such party
equals  $350,000 and then only for claims in excess of such  amount.  The Merger
Agreement   also  provides  for  certain  rights  of  set-off  with  respect  to
indemnification  claims.  Old  Video's  stockholders  have  deposited  in escrow
$6,250,000  in Common Stock  (valued as of the closing of the Merger)  under the
terms of the Losses Escrow  Agreement in connection  with their  indemnification
obligations to the Company under, the Merger Agreement and their indemnification
obligations  to the Company are limited to the rights the Company has under this
escrow.  Each  stockholder of Old Video has the right to substitute cash for any
shares of Common  Stock such  stockholder  so deposited in escrow based upon the
value of such  deposited  shares as of the closing of the Merger.  No additional
deposit is required by Old Video's  stockholders in the event of any decrease in
the value of the Common Stock so deposited in escrow.  IBJ Schroder Bank & Trust
Company acts as the escrow agent in  connection  with this escrow.  In addition,
the Company has agreed to indemnify Old Video's  stockholders in connection with
the  lease  between  the  Company  and a  partnership  owned  by the  Old  Video
stockholders,  which  indemnification  obligations are not subject to any of the
foregoing limitations.

     The  Merger  Agreement  also  provides  that,  from time to time  after the
consummation of the Merger, and in any event at least  semi-annually,  the Audit
Committee of the Board will review the  compliance  of the Company and Old Video
with their  respective  representations  and warranties  contained in the Merger
Agreement  and will  report the  results of such  review to the Board,  and,  in
connection therewith, will seek such advice and retain such advisors (including,
without  limitation,  legal counsel and  accountants) as it will determine to be
appropriate.  Moreover, the Audit Committee of the Board will be responsible for
authorizing any action to be taken by the Company in respect of  indemnification
claims by and against the Company.
<PAGE>
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a)      (3) The exhibit list as originally filed in the Form 10-K for the 
             fiscal year ended June 30, 1998 is amended to replace the exhibit
             list with the one that follows:

                                    Exhibits
Exhibit Number

3.1  Certificate of incorporation of the Company.
3.2+ By-Laws of the Company.
4.1  Form of 4% Convertible  Subordinated  Note of the Company  (incorporated by
     reference  to the exhibit of the same  number  contained  in the  Company's
     Current Report on Form 8-K, dated May 18, 1995).
10.1(M) Form of International Post Group Inc. Long-term Incentive Plan, together
     with  form  of  International  Post  Group  Inc.  Stock  Option  Agreement.
     (incorporated by reference to the exhibit 10.4 contained in Amendment No. 4
     of  Video's  (formerly  IPL's)  Registration  Statement  on Form  S-1  (the
     "Registration Statement,  filed with the Securities and Exchange Commission
     (the "SEC") on February 4, 1994.)
10.2(M)  Form of  International  Post  Group  Inc.  Restricted  Share  Plan  for
     Directors, together with form of Restricted Share Agreement.  (incorporated
     by reference to the exhibit  10.5  contained in Amendment  No. 4 of Video's
     (formerly  IPL's)  Registration  Statement  on Form S-1 (the  "Registration
     Statement"),  filed with the Securities and Exchange Commission (the "SEC")
     on February 4, 1994.)
10.3 Form of Lease  Agreements  between Audio Plus Video and L.I.M.A.  Partners.
     (Incorporated by reference to the exhibit 10.7 contained in Amendment No. 3
     to Video's  (formerly IPL's)  Registration  Statement filed with the SEC on
     January 10, 1994.)
10.4 Lease Agreements,  dated as of June 30, 1993,  between MTE Co. and Nineteen
     New York  Properties  Limited  Partnership.  (incorporated  by reference to
     exhibit  10.9  contained  in Amendment  No. 1 to Video's  (formerly  IPL's)
     Registration Statement filed with the SEC on October 21, 1993.)
10.5(M) Form of Stock  Option  Agreement  between  the  Company  and  Jeffrey J.
     Kaplan.  (incorporated  by  reference  to the exhibit  10.23  contained  in
     Amendment No. 3 to Video's  (formerly IPL's)  Registration  Statement filed
     with the SEC on January 10, 1994.)
10.6 Form of  Services  and Option  Agreement  between  Holdings  and Kenneth F.
     Gorman.  (incorporated  by  reference  to the exhibit  10.25  contained  in
     Amendment No. 3 to Video's  (formerly IPL's)  Registration  Statement filed
     with the SEC on January 10, 1994.)
10.7 Form of Services  and Option  Agreement  between  Holdings  and Terrence A.
     Elkes.  (incorporated  by  reference  to the  exhibit  10.26  contained  in
     Amendment No. 3 to Video's  (formerly IPL's)  Registration  Statement filed
     with the SEC on January 10, 1994.)
10.8 Form  of  Stock  Option  Agreement  between  VSC  and  Kenneth  F.  Gorman.
     (incorporated  by reference to the exhibit 10.27 contained in Amendment No.
     3 to Video's (formerly IPL's) Registration  Statement filed with the SEC on
     January 10, 1994.)
10.9 Form  of  Stock  Option  Agreement  between  VSC  and  Terrence  A.  Elkes.
     (incorporated  by reference to the exhibit 10.28 contained in Amendment No.
     3 to Video's (formerly IPL's) Registration  Statement filed with the SEC on
     January 10, 1994.)
10.10(M) Form of Stock  Option  Agreement  between  the  Company  and Kenneth F.
     Gorman.  (incorporated  by  reference  to the exhibit  10.29  contained  in
     Amendment No. 3 to Video's  (formerly IPL's)  Registration  Statement filed
     with the SEC on January 10, 1994.)
10.11(M) Form of Stock  Option  Agreement  between the  Company and  Terrence A.
     Elkes.  (incorporated  by  reference  to the  exhibit  10.30  contained  in
     Amendment No. 3 to Video's  (formerly IPL's)  Registration  Statement filed
     with the SEC on January 10, 1994.)
10.12(M) Employment  Agreement  dated as of April 21, 1994,  between the Company
     and Daniel Rosen. (incorporated by reference to the exhibit 10.32 contained
     in Video's  (formerly IPL's) Annual Report on Form 10-K for the fiscal year
     ended July 31, 1994.)
10.13(M) Stock Option Agreement, dated as of April 21, 1994, between the Company
     and Daniel Rosen. (incorporated by reference to the exhibit 10.33 contained
     in Video's  (formerly IPL's) Annual report on Form 10-K for the fiscal year
     ended July 31, 1994.)
<PAGE>
10.14(M) Employment  Agreement dated as of May 4, 1995,  among Big  Picture/Even
     Time Limited, the Company and Barbara D'Ambrogio (incorporated by reference
     to exhibit  number 10.2  contained in the Company's  Current Report on Form
     8-K, dated May 18, 1995).
10.15(M) Employment  Agreement dated as of May 4, 1995,  among Big  Picture/Even
     Time Limited,  the Company and David D'Ambrogio  (incorporated by reference
     to exhibit  number 10.3  contained in the Company's  Current Report on Form
     8-K, dated May 18, 1995).
10.16(M) Employment  Agreement  dated as of May 4,1995,  among Big  Picture/Even
     Time Limited,  the Company and Gregory Letson (incorporated by reference to
     exhibit number 10.4 contained in the Company's  Current Report on Form 8-K,
     dated May 18, 1995).
10.17(M) Employment  Agreement dated as of May 4, 1995,  among Big  Picture/Even
     Time Limited, the Company and Michael Schenkein  (incorporated by reference
     to exhibit number 10.5 contained in the Company's  Current Report Form 8-K,
     dated May 18, 1995).
10.18(M) Employment  Agreement dated as of May 4, 1995,  among Big  Picture/Even
     Time Limited, the Company and Leonard Smalheiser (incorporated by reference
     to exhibit  number 10.6  contained in the Company's  Current Report on Form
     8-K, dated May 18, 1995).
10.19(M) Employment  Agreement dated as of May 4, 1995,  among Big  Picture/Even
     Time  Limited,  the Company and Jane Stuart  (incorporated  by reference to
     exhibit number 10.7 contained in the Company's  Current Report on Form 8-K,
     dated May 18, 1995).
10.20Put/Call  Agreement dated as of May 4, 1995, between Gregory Letson and the
     Company  (incorporated by reference to exhibit number 10.8 contained in the
     Company's Current Report on Form 8-K, dated May 18,1995).
10.21Pledge Agreement, dated as of May 4, 1995, by and among BP Partnership,  ET
     Partnership,  Barbara  D'Ambrogio,  David  D'Ambrogio,  Michael  Schenkein,
     Leonard Smalheiser,  Jane Stuart and the Company (incorporated by reference
     to exhibit  number 10.9  contained in the Company's  Current Report on Form
     8-K, dated May 18, 1995).
10.22Pledge  Agreement,  dated as of May 4, 1995, by and between  Gregory Letson
     and  the  Company  (incorporated  by  reference  to  exhibit  number  10.10
     contained in the Company's Current Report on Form 8-K, dated May 18, 1995).
10.23Escrow  Agreement  dated as of May  4,1995,  by and  among ET  Partnership,
     David D'Ambrogio, Barbara D'Ambrogio, the Company and Cowan, Gold, DeBaets,
     Abrahams & Sheppard,  as Escrow Agent (incorporated by reference to exhibit
     number 10.11  contained in the Company's  Current Report on Form 8-K, dated
     May 18, 1995).
10.24Escrow  Agreement  dated as of May 4,  1995,  by and among BP  Partnership,
     Michael Schenkein,  Leonard  Smalheiser,  Jane Stuart,  Gregory Letson, the
     Company and Cowan,  Gold,  DeBaets,  Abrahams & Sheppard,  as Escrow  Agent
     (incorporated  by  reference  to  exhibit  number  10.12  contained  in the
     Company's Current Report on Form 8-K, dated May 18,1995).
10.25Agreement dated as of June 7,1993,  by and between MTV Latin America,  Inc.
     and The Post Edge,  Inc.  (incorporated  by reference to the exhibit  10.51
     contained in Video's  (formerly  IPL's)  Annual Report on Form 10-K for the
     fiscal year ended July 31, 1995.)
10.26Agreement,  dated  as  of  December  9,  1993,  by  and  between  Discovery
     Communications,  Inc. and The Post Edge, Inc., and Amendment No. 1 thereto.
     (incorporated  by  reference  to the  exhibit  10.52  contained  in Video's
     (formerly  IPL's) Annual Report on Form 10-K for the fiscal year ended July
     31, 1995.)
10.27Amendment No. 1, dated as of September 15, 1995,  to the  Agreement,  dated
     as of June 7, 1993,  by and between MTV Latin  America,  Inc.  and The Post
     Edge,  Inc.  (incorporated  by reference to the exhibit 10.55  contained in
     Video's  (formerly  IPL's)  Annual  Report on Form 10-K for the fiscal year
     ended July 31, 1996.)
10.28Voting  Agreement,  dated as of June 27, 1997,  by and among  International
     Post Limited, Video Services Corporation,  Terrence A. Elkes, The Equitable
     Life  Assurance  Society of the United  States,  Equitable  Deal Flow Fund,
     L.P.,  Louis  H.  Siracusano,   Arnold  P.  Ferolito  and  Donald  H.  Buck
     (incorporated  by  reference  to  exhibit  number  10.58  contained  in the
     Company's Current Report on Form 8-K, dated July 7, 1997).
10.29Asset  Purchase  Agreement  dated as of  January  22,  1997,  by and  among
     Cognitive Communications, Inc., Susan Wiener, Michael Rudnick and Cognitive
     Communications,  LLC  (incorporated  by  reference  to exhibit  number 10.1
     contained in the Company's  Quarterly Report on Form 10-Q for the quarterly
     period ended January 31, 1997).
<PAGE>
10.30Agreement,  dated as of January  22,1997,  by and among the Company,  Susan
     Wiener, Michael Rudnick,  Cognitive  Communications,  Inc. and David Leveen
     (incorporated  by  reference  to  exhibit  number  10.2  contained  in  the
     Company's  Quarterly  Report on Form 10-Q for the  quarterly  period  ended
     January 31, 1997).
10.31(M)  Employment  Agreement,  dated as of  January  22,  1997,  by and among
     Cognitive  Communications,  LLC and Susan Wiener (incorporated by reference
     to exhibit number 10.3 contained in the Company's  Quarterly Report on Form
     10-Q for the quarterly period ended January 31, 1997).
10.32(M)  Employment  Agreement,  dated as of  January  22,  1997,  by and among
     Cognitive   Communications,   LLC  and  Michael  Rudnick  (incorporated  by
     reference  to exhibit  number 10.4  contained  in the  Company's  Quarterly
     Report on Form 10-Q for the quarterly period ended January 31, 1997).
10.33(M)  Employment  Agreement,  dated  as of  January  22,1997,  by and  among
     Cognitive  Communications,  LLC and David Leveen (incorporated by reference
     to exhibit number 10.5 contained in the Company's  Quarterly Report on Form
     10-Q for the quarterly period ended January 31, 1997).
10.34Put  Agreement,  dated as of  January  22,  1997,  by and  among  Cognitive
     Communications,  LLC, the Company,  Susan Wiener, Michael Rudnick and David
     Leveen  (incorporated  by reference to exhibit number 10.6 contained in the
     Company's  Quarterly  Report on Form 10-Q for the  quarterly  period  ended
     January 31, 1997).
10.35Sale  Option  Agreement,  dated  as of  January  22,  1997,  by  and  among
     Cognitive  Communications,  LLC and Susan Wiener (incorporated by reference
     to exhibit number 10.7 contained in the Company's  Quarterly Report on Form
     10-Q for the quarterly period ended January 31, 1997).
10.36Sale  Option  Agreement,  dated  as of  January  22,  1997,  by  and  among
     Cognitive   Communications,   LLC  and  Michael  Rudnick  (incorporated  by
     reference  to exhibit  number 10.8  contained  in the  Company's  Quarterly
     Report on Form 10-Q for the quarterly period ended January 31, 1997).
10.37Sale  Option  Agreement,  dated  as of  January  22,  1997,  by  and  among
     Cognitive  Communications,  LLC and David Leveen (incorporated by reference
     to exhibit number 10.9 contained in the Company's  Quarterly Report on Form
     10-Q for the quarterly period ended January 31, 1997).
10.38(M) Incentive Compensation Agreement,  dated as of January 22, 1997, by and
     among  Cognitive  Communications,  LLC, Susan Wiener,  Michael  Rudnick and
     David Leveen (incorporated by reference to exhibit number 10.10.  contained
     in the Company's  Quarterly  Report on Form 10-Q for the  quarterly  period
     ended January 31, 1997).
10.39(M) Form of Incentive Option Agreement,  undated,  by and between Cognitive
     Communications,  LLC and  Optionee  (incorporated  by  reference to exhibit
     number 10.11 contained in the Company's  Quarterly Report on Form I O-Q for
     the quarterly period ended January 31, 1997).
10.40(M) Consulting Agreement, dated February 15, 1997, by and among the Company
     and Jeffrey J. Kaplan  (incorporated  by reference to exhibit number 10. 12
     contained in the Company's  Quarterly Report on Form 10-Q for the quarterly
     period ended January 31, 1997).
10.41Stock  Resale  Agreement,  dated as of  August  27,  1997 by and  among the
     Company.  Louis H.  Siracusano,  Donald  H.  Buck and  Arnold  P.  Ferolito
     (incorporated  by reference  to exhibit  10.70  contained in the  Company's
     Annual Report on Form 10-K for the fiscal year ended July 31, 1997.)
10.42Registration  Rights Agreements,  dated as of August 26, 1997, by and among
     the Company,  Louis H.  Siracusano,  Donald H. Buck and Arnold P.  Ferolito
     (incorporated  by reference  to exhibit  10.71  contained in the  Company's
     Annual Report on Form 10-K for the fiscal year ended July 31, 1997).
10.43(M) Employment  Agreement,  dated as of August 26, 1997, by and between the
     Company and Louis H. Siracusano (incorporated by reference to exhibit 10.72
     contained in the  Company's  Annual Report on Form 10-K for the fiscal year
     ended July 31, 1997).
10.44(M) Employment  Agreement,  dated as of August 26, 1997, by and between the
     Company and Donald H. Buck  (incorporated  by  reference  to exhibit  10.73
     contained in the  Company's  Annual Report on Form 10-K for the fiscal year
     ended July 31, 1997).
10.45Losses  Escrow  Agreement,  dated as of  August  26,  1997 by and among the
     company,  Louis H. Siracusano,  Donald H. Buck,  Arnold P. Ferolito and IBJ
     Schroder Bank & Trust Company  (incorporated  by reference to exhibit 10.74
     contained in the  Company's  Annual Report on Form 10-K for the fiscal year
     July 31, 1997).
10.46(M) Agreement,  dated as of August 26, 1997, by and between the Company and
     Martin Irwin  (incorporated  by reference to exhibit 10.75 contained in the
     Company's  Annual  Report on Form 10-K for the  fiscal  year ended July 31,
     1997).
10.47(M)  Agreement,  dated of August 26,  1997,  by and between the Company and
     Arnold P. Ferolito (incorporated by reference to exhibit 10.76 contained in
     the Company's Annual Report on Form 10-K for the fiscal year ended July 31,
     1997).
10.48(M) Agreement  dated as of October 17, 1997, by and between the Company and
     Steven G. Crane.  (incorporated  by reference to exhibit 10.78 contained in
     the Company's  Quarterly Report on Form 10-Q for the quarterly period ended
     September 30, 1997.)
10.49Credit Agreement,  dated as of August 27, 1997, by and among Video Services
     Corporation,  VSC MAL Corp., the Lenders party thereto and KeyBank National
     Association.  (incorporated  by reference to exhibit 10.79 contained in the
     Company's  Quarterly  Report on Form 10-Q for the  quarterly  period  ended
     September 30, 1997.)
10.50Security  Agreement  dated  as of  August  27,  1997,  by and  among  Video
     Services  Corporation  and  KeyBank  National  Association.   Guaranty  and
     Security Agreement, dated as of August 27, 1997 by and among the Guarantors
     and KeyBank  National  Association.  (incorporated  by reference to exhibit
     10.80  contained  in the  Company's  Quarterly  Report on Form 10-Q for the
     quarterly period ended September 30, 1997.)
10.51Amendment  No.1  and  Waiver  No.1,  dated  July  21,  1998  to the  Credit
     Agreement,  dated as of  August  27,  1997 by and among  the  Company,  the
     Lenders party thereto and KeyBank National  Association,  as the Issuer and
     as Agent.  (incorporated  by  reference to exhibit  10.59  contained in the
     Company's  Annual  Report on Form 10-K for the  fiscal  year ended June 30,
     1998.)
21.1 Subsidiaries of the Company.
23   Consent  of Ernst & Young  LLP.  (Previously  filed  with Form 10-K for the
     fiscal year ended June 30, 1998).
27   Financial  Data  Schedule,   which  is  submitted   electronically  to  the
     Securities and Exchange  Commission for  information  purposes only and not
     filed. (See Form 10-K for the fiscal year ended June 30, 1998).

-----------------
+    Incorporated  by reference  to the exhibit of the same number  contained in
     Amendment  No.  1 to IPL's  Registration  Statement  filed  with the SEC on
     October 21, 1993.

(M)  Management contract or compensatory plan or arrangement.

-----------------


<PAGE>
                                   SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

Date: October 28, 1998              VIDEO SERVICES CORPORATION,

                                    By: /s/ Louis H. Siracusano

                                    Name: Louis H. Siracusano
                                    Title:President and Chief Executive Officer

     Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
report has been signed below by the following person on behalf of the registrant
and in the capacities and on the dates indicated.
<TABLE>
<S>                                         <C>                                     <C>
Name and Signature                           Title                                   Date

/s/ Louis H. Siracusano                     President, Chief Executive Officer       10/28/98
Louis H. Siracusano                         and Director (Principal Executive
                                            Officer)


/s/ Steven G. Crane                         Vice President and                       10/28/98
Steven G. Crane                             Chief Financial Officer
                                            (Principal Financial Officer)


/s/ Michael E. Fairbourne                   Vice President-Administration            10/28/98
Michael E. Fairbourne                       (Principal Accounting Officer)


/s/ Terrence A. Elkes                       Chairman of the Board of Directors       10/28/98
Terrence A. Elkes


/s/ Robert H. Alter                         Director                                 10/28/98
Robert H. Alter

/s/ Martin Irwin                            Director                                 10/28/98
Martin Irwin

/s/ Frank Stillo                            Director                                 10/28/98
Frank Stillo


/s/ Raymond L. Steele                       Director                                 10/28/98
Raymond L. Steele
</TABLE>