SETTLEMENT AGREEMENT AND RELEASE

     Barbara D'Ambrogio and David D'Ambrogio (together, the "Plaintiffs") on the
one hand, and Video Services  Corporation,  formerly known as International Post
Limited  ("VSC"),  and CABANA corp., a wholly owned  subsidiary of  VSC("Cabana"
and,  together with VSC, the  "Defendants") on the other hand,  hereby knowingly
and  voluntarily  agree to enter  into this  Settlement  Agreement  and  Release
("Agreement"), dated as of December 9, 1999, in order to resolve all outstanding
issues,  including the Action (as defined below),  and set forth all obligations
between the parties.

                              W I T N E S S E T H :

     WHEREAS, each of the Plaintiffs had been employed by Cabana pursuant to the
terms of an employment agreement with Cabana, dated May 4, 1995 (the "Employment
Agreements");

     WHEREAS, Cabana terminated each of the Plaintiffs' employment on August 14,
1997;

     WHEREAS,  the Plaintiffs  commenced an action in the United States District
Court,  Southern  District of New York, on May 14, 1999, index no. 99 Civ. 3570,
against the Defendants (the "Action");

     WHEREAS,  the parties to this Agreement met on December 9, 1999 and reached
an  agreement  to settle the Action,  and,  pursuant to this  Agreement,  hereby
formalize such agreement to settle the Action;

     WHEREAS,  the  parties to this  Agreement  wish to settle  all  outstanding
issues  between  them and  dismiss the Action  with  prejudice  pursuant to this
Agreement;

     WHEREAS,  except as  provided  herein,  this  Agreement  shall  replace and
supersede the  Employment  Agreements  and any other  employment  agreements the
Plaintiffs  may have had with  Cabana and its  parents or  affiliates,  and such
prior agreements shall have no further force or effect; and

     WHEREAS,  except as  provided  herein,  this  Agreement  shall  replace and
supersede  the  obligations  set  forth  in the  $2,540,000  ET  Partnership  4%
Convertible Subordinated Note due May 4, 2003 (the "Note"), as well as all other
payment  obligations  that  the  Defendants  may  have  to  the  Plaintiffs,  ET
Partnership, and/or entities wholly owned or controlled by the Plaintiffs and/or
ET  Partnership,  and such prior  obligations  shall  have no  further  force or
effect.


<PAGE>


                                 NOW THEREFORE,

     1.  Cancellation  of the  Note.  Upon  execution  of  this  Agreement,  the
Plaintiffs  shall cause the Note to be marked  "CANCELLED"  and returned to VSC,
and the Note shall be of no further force or effect.

     2.  Payment  Obligations  of VSC.  VSC shall make  periodic  payments to ET
Partnership, by check or wire transfer (in a manner directed by the Plaintiffs),
according  to the  following  schedule:  (a)  $200,000  upon  execution  of this
Agreement;  (b)  $32,000  on the 15th of each  consecutive  month for forty (40)
months  commencing on February 15, 2000;  (c) $400,000 on July 15, 2000; and (d)
$100,000 on January 15, 2001.  The above payment  obligations  shall replace any
and all payment  obligations that the Defendants may have toward the Plaintiffs,
ET  Partnership,  and/or  entities  wholly owned or controlled by the Plaintiffs
and/or ET Partnership, including all payment obligations that the Defendants had
under the Note.

     3. Failure to Make Timely Payments. In the event that VSC fails to make any
payment in accordance  with the schedule set forth in Section-2,  the Plaintiffs
shall notify VSC, in writing, of such failure.  Upon receipt of such notice, VSC
shall have thirty (30) days to cure such  failure (the "Cure  Period").  If such
payment is not received within the Cure Period, the Plaintiffs shall notify VSC,
in writing,  that all of the  payments  scheduled  under  Section 2 shall become
immediately  due and  payable  unless such  payment is received  within five (5)
business  days of VSC's  receipt of such  notice.  If VSC fails to make  payment
within such  period,  the entire  amount set forth in Section 2 (minus all prior
payments)  shall become  immediately  due and payable.  In no event shall VSC be
permitted to "cure" more than four (4) times in total or more than two (2) times
in any  calendar  year.  In the event that (i) the  Plaintiffs  have  previously
initiated  the Cure Period in  accordance  with this Section 3 on four (4) prior
occasions or two (2) prior  occasions  during a calendar year and (ii) VSC fails
to make a timely  payment for a fifth time or a third time during such  calendar
year,  as the case may be, the  entire  amount set forth in Section 2 (minus all
prior payments) shall become immediately due and payable.

     4. Inventions; Confidential Information;  Non-Competition.  Notwithstanding
any of the terms of this Agreement all  obligations set forth in the Inventions,
Confidential  Information,  Non-Competition,  and Breach of  Provisions  clauses
(paragraphs 7.1 - 7.4) of each of the Plaintiff's Employment Agreements shall be
extended and shall remain in effect through December 31, 2001 and shall apply in
the greater metropolitan areas of the cities of New York, Miami and Los Angeles.

     5. Subordination.

     5.1 Subordination to Senior Indebtedness. VSC's payment of the payments set
forth in Section 2 of this Agreement are expressly  subordinated  to the payment
in  full  of  all  amounts  payable  on,  under  or in  connection  with  Senior
Indebtedness (as hereinafter defined) to the extent set forth in this Section 5.
The term "Senior  Indebtedness"  shall mean all present and future  Indebtedness
(as hereinafter  defined) of VSC and its  subsidiaries  that is not by its terms
expressly subordinated to this Agreement. The term "Indebtedness" means any item
which could be classified  as debt on VSC's  consolidated  financial  statements
prepared  in  accordance  with  GAAP,  including,  without  limitation,  (i) the
principal  of or  premium  (if any) in  respect  of all  indebtedness  for money
borrowed and  indebtedness  evidenced by securities,  debentures,  bond or other
similar instruments (including purchase money obligations) for payment; (ii) all
capital  lease  obligations;  (iii) all  obligations  issued or  assumed  as the
deferred  purchase price of property,  all conditional  sale obligations and all
obligations  under any title retention  agreement;  (iv) all obligations for the
reimbursement  of any  obligor  on any letter of  credit,  banker's  acceptance,
security purchase facility or similar credit transaction; (v) all obligations of
third parties of the types referred to in clauses (i) through (iv) above and all
dividends of third parties for the payment of which,  in either case, VSC or its
subsidiaries in the regular course of its business became  responsible or liable
as obligor,  guarantor or otherwise;  and (vi) all  obligations of third parties
secured  by any  lien  on any  property  or  asset  of VSC or its  subsidiaries.
Notwithstanding   anything   contained   herein  to  the   contrary,   the  term
"Indebtedness" does not include trade accounts payable.

     5.2 Priority of Senior  Indebtedness of Default. No payment with respect to
this Agreement  shall be made by VSC or received by the Plaintiffs if: (a) there
is outstanding  at the time such payment is to be made any Senior  Indebtedness;
and (b) there exists at such time,  or  immediately  after giving effect to such
payment  there would exist,  any default in the payment of principal  of, or any
premium or interest  on, any Senior  Indebtedness  or any other event of default
under the terms of any Senior  Indebtedness then outstanding,  which default has
not been waived or cured prior thereto; provided, however, that VSC shall resume
making payments with respect to this Agreement,  which shall include any and all
past due  payments  not made because of this Section 5.2 or otherwise as well as
all payments that become due and payable during the interim period, on the first
anniversary  of the date that  notice of such  default  with  respect  to Senior
Indebtedness  is first  received by VSC if (i) the default is not the subject of
judicial  proceedings and (ii) the maturity of the Senior Indebtedness for which
the default relates has not been  accelerated.  In the event VSC fails to make a
payment(s)  to the  Plaintiffs,  or  intends  not to  make a  payment(s)  to the
Plaintiffs,  because of the  provisions  of this  Section  5.2,  VSC shall:  (x)
promptly  notify  the  Plaintiffs  in  writing  that it has  failed to make such
payment(s) or of its intention not to make such payment(s),  as the case may be,
and (y) upon demand by the  Plaintiffs,  promptly  provide the  Plaintiffs  with
publicly  available  information  or  non-public  information   permissible  for
disclosure  under the laws,  rules,  and  regulations  governing  the release of
information by public  companies that the Plaintiffs  reasonably  deem necessary
for purposes of establishing that the conditions of subsections (a) and (b), set
forth in this Section 5.2, have been satisfied.

     5.3 Priority of Senior  Indebtedness  on  Liquidation.  Upon any payment or
distribution  of  assets  of VSC of any  kind or  character,  whether  in  cash,
property or securities, to creditors upon any dissolution or winding up or total
or  partial   liquidation  or   reorganization  of  VSC,  whether  voluntary  or
involuntary,  or in bankruptcy,  insolvency,  receivership or other proceedings,
all amounts  due or to become due in respect of any and all Senior  Indebtedness
shall first be paid in full and payment or  distribution of assets of VSC of any
kind or character,  whether in cash, property or securities, to which the Holder
would be entitled shall be paid to the holders of Senior  Indebtedness (pro rata
to  each  such  holder  on  the  basis  of  the  respective  amounts  of  Senior
Indebtedness held by such holders of Senior  Indebtedness or on such other basis
as the holders of Senior Indebtedness or a court of competent jurisdiction shall
direct) to the extent  necessary  to pay all Senior  Indebtedness  in full after
giving effect to any concurrent  payment or  distribution to or from the holders
of Senior  Indebtedness,  before  any  payment  or  distribution  is made to the
Plaintiffs.

     5.4 Duties of the  Plaintiffs  to Holders  of Senior  Indebtedness.  In the
event  that  any  payment  or  distribution  of  assets  of VSC of any  kind  or
character,  whether in cash,  property or  securities,  shall be received by the
Plaintiffs,  in  violation  of  Section  5.2 or  Section  5.3,  such  payment or
distribution  shall be (and shall be deemed to be) held in trust for the benefit
of,  and  shall  be paid  over or  delivered  to,  the  holders  of such  Senior
Indebtedness for application to the payment of all Senior Indebtedness remaining
unpaid  (pro  rata  to  each  holder  on the  basis  of  the  amount  of  Senior
Indebtedness held by such holder or on such other basis as the holders of Senior
Indebtedness  or a court of competent  jurisdiction  shall direct) to the extent
necessary to pay all such Senior  Indebtedness  in full in  accordance  with its
terms,  after giving effect to any concurrent  payment or distribution to or for
the holders of such Senior Indebtedness.

     5.5  Enforcement  by  Holders of Senior  Indebtedness.  The  provisions  of
Sections  5.2,  5.3 and 5.4 shall be for the  benefit  of the  holders of Senior
Indebtedness and may be enforced directly by such holders against the Plaintiffs
without the necessity of joining VSC as a party.

     5.6 Subrogation. After all Senior Indebtedness is paid in full, or a sum of
money  sufficient for the payment thereof shall have been set aside for payment,
and until the payments set forth in Section 2 of this Agreement,  the Plaintiffs
shall be  subrogated  to the  rights of the  holders of Senior  Indebtedness  to
receive  payments or  distributions  of assets of VSC  applicable  to the Senior
Indebtedness to the extent that payments or distributions  otherwise  payable to
the Plaintiffs have been applied to the payment of Senior Indebtedness.

     5.7 Subordination  Unimpaired. It is understood that the provisions of this
Section 5 are intended solely for the purpose of defining the relative rights of
the Plaintiffs on the one hand and the rights of holders of Senior  Indebtedness
on the other, and nothing contained herein, including,  without limitation,  any
act or failure to act by VSC or the  failure of VSC to comply  with the terms of
this Agreement, is intended to or shall impair the right of any holder of Senior
Indebtedness  to  enforce  the  subordination  of  the  obligations  under  this
Agreement.

     6. No Further Consideration.  Each Plaintiff acknowledges that he or she is
not  entitled  to  and  agrees  that  he  or  she  will  not  seek  any  further
consideration,  including compensation,  commissions,  vacation pay or any other
payment or benefit, from the Defendants, except as provided herein.

     7. Release. Each Plaintiff hereby irrevocably and unconditionally  releases
and discharges the Defendants, BPET Partnership and any other entities formed by
the merger  between Big Picture  Editorial,  Inc. and Even Time  Limited,  their
predecessors,  successors and assigns, parents,  affiliated entities,  officers,
directors,  employees,  representatives,  attorneys,  and all persons acting by,
through,  under or in concert with any of them (collectively,  the "Releasees"),
from  any  and  all  charges,  complaints,  claims,  liabilities,   obligations,
promises, agreements,  controversies, damages, actions, causes of action, suits,
rights,  demands,  costs, losses, debts and expenses (including  attorneys' fees
and  costs)  of any  nature  whatsoever,  known or  unknown,  which  each of the
Plaintiffs have, ever have had, or ever in the future may have that are based on
acts or omissions  occurring from the beginning of the world up to and including
the date this  Agreement  is fully  executed,  including  but not limited to any
claims arising out of each of the  Plaintiffs'  employment or the termination of
that  employment  with Cabana  based upon any theory of tort,  contract or other
law,  including  discrimination  based on race,  sex,  age,  religion,  national
origin,  sexual  orientation,   disability  or  marital  status  under  the  Age
Discrimination  in  Employment  Act,  the Family and Medical  Leave Act of 1993,
Title VII of the Civil Rights Act, as amended,  the Americans with  Disabilities
Act,  the Employee  Retirement  Income  Security  Act, the New York Wage Payment
Laws, the New York State Human Rights Law, the New York State Labor Law, the New
York City Human Rights Law, and other analogous  federal,  state and local laws.

     In exchange for the  execution by the  Plaintiffs  of this  Agreement,  the
Releasees  hereby  release the  Plaintiffs  from any and all  claims,  causes of
action and demands of any kind whether known or unknown,  which they have,  ever
have had,  or ever in the  future  may have that are based on acts or  omissions
occurring  from the  beginning  of the world up to and  including  the date this
Agreement is fully executed.

     8. Indemnification. Notwithstanding any of the terms of this Agreement, the
Plaintiffs agree to indemnify and hold the Defendants,  BPET Partnership and any
other entities formed by the merger between Big Picture Editorial, Inc. and Even
Time  Limited,  their  successors  and assigns,  parents,  affiliated  entities,
officers,  directors,  employees,  representatives,  attorneys,  and all persons
acting  by,  through,  under or in  concert  with any of them (the  "Indemnified
Parties")  harmless  from and against  any  claims,  causes of action or damages
including  without  limitation  losses,   costs,   including   attorneys'  fees,
liabilities  and  interest  arising out of or relating to any alleged  agreement
between or among either Plaintiff (or any entity that Plaintiffs acted on behalf
of, or  purportedly  acted on behalf of, in entering such alleged  agreement(s))
and  Francis  Zuccarello,   Jon  Levy,  Enrico  Madonna,  Bob  Meetsma,  Claudia
Reda-Walker, Ross Axiotis, Renata Leone and/or Joe Defillips.

     9.  Conditions of  Indemnification.  The obligations and liabilities of the
Plaintiffs  under  Section 8  hereof  with  respect to claims  relating to third
parties shall be subject to the following terms and conditions:

     (a) The Indemnified  Parties will give the Plaintiffs  prompt notice of any
such  claims,   and  the   Plaintiffs   will  assume  the  defense   thereof  by
representatives chosen by them in consultation with the Indemnified Parties.

     (b)  The  Plaintiffs   shall  not,  without  the  written  consent  of  the
Indemnified  Parties,  settle or compromise any claim or consent to the entry of
any  judgment  that (i) does not include as an  unconditional  term  thereof the
giving by the claimant to the  Indemnified  Parties a release from all liability
in  respect  of such  claim or (ii)  obligates  the  Indemnified  Parties in any
manner.

     (c) If the  Plaintiffs,  within a reasonable  time after notice of any such
claim, fail to defend or, during such defense,  the Indemnified  Parties decide,
in good faith,  that the Plaintiffs  are not  adequately  defending such claims,
after notice to the Plaintiffs with a reasonable  opportunity for the Plaintiffs
to cure any alleged  inadequacy in the defense,  the  Indemnified  Parties shall
have the right to undertake the defense, compromise or settle such claims at the
risk, cost and expense of the Plaintiffs.

     (d) If a claim(s) is brought by any or all of the eight individuals  listed
in  Section  8 above  and/or  their  representatives  that  may  materially  and
adversely effect the Indemnified Parties other than as a result of money damages
or other money  payments,  the Indemnified  Parties shall have the right,  after
consultation with the Plaintiffs,  to defend, at the reasonable cost and expense
of the  Plaintiffs,  and to compromise or settle such claims with the consent of
the Plaintiffs, which consent shall not be unreasonably withheld.

     (e) The Plaintiffs,  on the one hand, and the Indemnified  Parties,  on the
other hand, agree to render to each other such assistance as they may reasonably
require of each other and to cooperate in good faith with each other in order to
ensure the proper and adequate defense of any claim,  action, suit or proceeding
brought by any third party.  Where counsel has been selected by the  Plaintiffs,
the  Indemnified  Parties  shall be  entitled  to rely  upon the  advice of such
counsel in the conduct of the defense.

     10.  Dismissal of the Action.  Upon the  execution of this  Agreement,  the
parties  shall  execute and file a  stipulation  of  voluntary  dismissal of the
Action, with prejudice.

     11.  No  Waiver.  Nothing  in this  Agreement  shall be deemed to waive any
future claims of the parties to this Agreement in the event any of them breaches
any of the terms of this Agreement or engages in other wrongdoing.

     12. Representations of the Plaintiffs. The Plaintiffs represent and warrant
that:
     (a) they are the sole partners of ET partnership and

     (b) neither the  execution of this  Agreement nor the  consummation  of the
transactions contemplated hereby will conflict with, or result in the breach of,
any agreement,  relationship  or  understanding  that the  Plaintiffs  and/or ET
Partnership may have with any third-party.

     13.  Company  Property.  Each  Plaintiff  acknowledges  that  he or she has
delivered  to Cabana  all keys,  passes,  computer  disks,  computer  equipment,
computer  passwords or codes,  programs and  instruction  booklets,  proprietary
materials,  files  and  other  property  in  his or her  possession  or  control
belonging to Cabana.

     14.  Non-Disclosure.  Each Plaintiff agrees that he or she will not divulge
the existence of or any term of this  Agreement  except to members of his or her
immediate family and attorney (and then only upon that person's agreement not to
divulge the  existence  or terms of this  Agreement to anyone).  The  Defendants
agree not to divulge the  existence of or any term of this  Agreement  except to
its or their attorneys, accountants,  employees who for business reasons need to
be aware of the terms hereof, or regulatory,  governmental or quasi-governmental
agencies,  including disclosures required under the securities laws. The parties
agree that  disclosure of this Agreement may be necessary in order to enforce it
or any of its terms.

     15. No Disparagement. Each of the parties hereto agrees that he, she, or it
will  not  make any  statement,  disparaging  or  otherwise,  to any  individual
regarding  the  business,  clients or  financial  condition  of any other party,
without the prior written consent of that party.  Each party  acknowledges  that
his, her or its failure to abide by the terms of this paragraph shall constitute
a material breach of this Agreement.

     16. No Admission. Nothing contained in this Agreement nor the fact that the
parties have signed this Agreement shall be considered an admission by any party
hereto.

     17.  Severability.  If any of the  provisions  contained in this  Agreement
should be proven unlawful or unenforceable, that provision or provisions will be
considered  as never  written,  but that will not  affect  the  validity  of the
remaining terms and conditions of this Agreement.

     18. No Oral Changes;  Applicable Law. This Agreement constitutes the entire
agreement  between the parties.  Any amendments to or changes in the obligations
created by this Agreement  shall not be effective  unless reduced to writing and
signed by each of the  parties.  This  Agreement  shall be  construed  under the
internal  laws of the  State of New  York,  without  regard  for  principles  of
conflicts of law, and any actions  relating to this Agreement must be instituted
in the State of New York.

     19. Binding  Effect.  This Agreement shall be binding upon and inure to the
benefit of the parties and to their respective heirs, personal  representatives,
successors and assigns.

     20. Knowing and Voluntary.  Each Plaintiff warrants that he or she is fully
competent to enter into this Agreement and acknowledges  that he or she has been
advised to consult with an attorney prior to signing this Agreement,  that he or
she has read and understands this Agreement,  and that he or she has signed this
Agreement freely and voluntarily.

     21.   Counterparts.   This  Agreement  may  be  executed  in  one  or  more
counterparts,  each of which shall be deemed an original, but all of which shall
be one and the same document.



<PAGE>


     PLEASE READ CAREFULLY.  THIS AGREEMENT  INCLUDES A RELEASE OF ALL KNOWN AND
UNKNOWN CLAIMS.  To signify their agreement to the terms of this Agreement,  the
parties have executed this Agreement on the dates set forth below.


/s/Barbara D'Ambrogio                 /s/David D'Ambrogio
-------------------------             -------------------------
Barbara D'Ambrogio                    David D'Ambrogio

Sworn to before me this               Sworn to before me this
15 day of February, 2000              15 day of February, 2000


/s/Yael Caucet                        /s/Yael Caucet
-------------------------             -------------------------
Notary Public                         Notary Public

Video Services Corporation            CABANA corp.

/s/Louis H. Siracusano                /s/Edward L. Shendell
-------------------------             -------------------------
By:                                   By:


Sworn to before me this               Sworn to before me this
15 day of February, 2000              15 day of February, 2000

/s/Geraldine Mondello                 /s/Geraldine Mondello
-------------------------             -------------------------
Notary Public                         Notary Public