EXHIBIT 10.3

                                LICENCE AGREEMENT

         This Agreement is made effective the 1st day of January, 2000

B E T W E E N :

                           GROUPMARK CANADA LIMITED,
                           an Ontario corporation,
                           (hereinafter called the "Licensor")

                           - and -

                           VHS NETWORK, INC.,
                           a Florida corporation,
                           (hereinafter called the "Licensee")

WHEREAS the Licensor has  previously  licensed the Licensee to use the trademark
smartCARD,  however the parties wish to cancel the previous  agreement and enter
into this agreement in its place.

AND WHEREAS the Licensor is the  beneficial  owner of the  registered  trademark
smartCARD  as  hereinafter  described  in  Schedule  "A" in  Canada,  a  pending
application for the trademark  smartCARD in the United States of America and the
common law trademark smartCARD.

AND  WHEREAS  the  Licensor  is  the  owner  of  certain  know-how,  technology,
confidential  information,  related  matters and  information  which enables the
Licensor to manufacture and market smartCARDS.

AND  WHEREAS the  Licensee  wishes to have the right to  manufacture  and market
smartCARDS  employing the aforementioned  know-how in the territory  hereinafter
described in accordance with the terms and conditions of this Agreement.

NOW THEREFORE,  in  consideration  of the mutual  promises and covenants  herein
contained and other good and valuable consideration, the receipt and sufficiency
of which is hereby mutually acknowledged, the parties hereto agree as follows:

1.       DEFINITIONS

         -----------

1.1  "Allowance"  means any credit in respect of the  wholesale  price of future
orders  received by the Licensee  from any of its  customers and which credit is
given to such  customer as  compensation  for any damaged or  defective  Product
previously  sold to such  customer by the Licensee  provided  that the amount of
such  credit  shall not exceed  the  Wholesale  Selling  Price at which any such
damaged or defective product was sold;

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1.2 "Components" means all of those components of the Product which are required
to be used by the Licensee to produce the Product  pursuant to the terms of this
Agreement  including,  but without limiting the generality thereof,  portions of
the Product and all computer  chips,  and other parts intended or required to be
incorporated into the Product by the Licensor.

1.3  "Effective Date" shall be January 1, 2000.

1.4 "Know-How" means information, know-how, technology, trade secrets, drawings,
plans,  specifications,  blue prints,  material  lists,  processes  and methods,
techniques and other confidential information directly or indirectly relating to
the  Components  and the  Product  or  required  for the  sourcing,  production,
manufacture or marketing of the Components and the Product and all improvements,
modifications, extensions or variations of the same if, as and when developed by
either the Licensor or the Licensee  during the currency of this  Agreement  and
shall include any patents or design patents now or hereafter obtained related to
the foregoing.

1.5  "Persons"  means   individuals,   partnerships,   corporations   and  other
associations whether incorporated or not incorporated.

1.6 "Product" means the chip-based  plastic access cards used for identification
purposes and as a debit or charge cards.

1.7  "Records"  means without  limiting the  generality  thereof,  all vouchers,
purchaser orders, delivery vouchers,  bills of lading, bills of sale, statements
of account, receipts, ledgers, journals and other books of account and generally
all records and data  maintained  by the Licensee  relating to the  manufacture,
sale and/or distribution of the Product;

1.8 "Returns" means any damaged or defective Product returned to the Licensee by
any of its  customers  and for which the  Licensee is required to refund to such
customer the Wholesale Selling Price at which such Product was sold.

1.9  "Royalty"  means the  royalty  payable on the  Wholesale  Selling  Price of
Product as set out in Section 10.1.

1.10 "Term" means the duration of this Agreement as set out in Section 12.1.

1.11 "Territory" means worldwide.

1.12  "Trade-marks"  means those existing or future  trade-marks which relate to
the Product, the Know-How or the Components.

1.13  "Wholesale  Selling Price" means the gross amount received by the Licensee
as payment for the Product sold by it excluding only federal, state or municipal
sales taxes, value added taxes or other similar consumption taxes payable by the
Licensee.

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2.       GRANT OF LICENCE
         ----------------

2.1 Subject to the covenants and provisions of this Agreement to be observed and
performed by the Licensee,  the Licensor hereby grants to the Licensee the right
and license,  in respect of the Trade-marks  applicable in the Territory and the
Know-How, to manufacture and market the Product in the Territory during the Term
of this Agreement and to utilize the Know-How in the manufacturing and marketing
of the Product.

2.2  Licensor  further  agrees to make  available  to the  Licensee the Know-How
relating to manufacture and marketing of the Product during the currency of this
Agreement and the Licensee  acknowledges  that such Know-How  shall at all times
both during and after the currency of this Agreement  remain the property of the
Licensor which may be used by the Licensee only in accordance with the terms and
conditions of this Agreement.

2.3 The Licensee hereby  acknowledges that the Licensor will retain the right to
sell any Product in the Territory and the Licensee agrees to inform the Licensor
of all industries, customers or markets into which the Licensee sells Product.

2.4  The  Licensor  further  agrees  to  communicate  to the  Licensee  any  new
development  in the  Know-How or Product  occurring  during the currency of this
Agreement for use by the Licensee without  additional  consideration  subject to
the terms of this Agreement and in this regard should the Licensor  register any
patents,  or additional  trademarks  with respect to the Products,  the Licensor
hereby  grants a license to the Licensee for said patent or trademark  under the
same terms herein for the duration of the term of this Agreement.

2.5 The Licensor  further agrees that during the currency of this Agreement,  it
shall specify to the Licensee the  Components  in  accordance  with the terms of
this Agreement and the Licensee agrees to purchase such Components in accordance
with the terms and  conditions of this  Agreement from the Licensor only or from
sources approved in writing by the Licensor.

2.6 The Licensor agrees that the Know-How shall not be communicated to any other
person for use within the Territory  during the currency of this Agreement.  The
Licensor  and Licensee  both  undertake to use their best efforts to prevent any
unauthorized  disclosure  or use of the  Know-How,  except as  authorized by the
terms of this Agreement.

3.       SUB-LICENSING
         -------------

3.1 The Licensee shall be permitted to grant to others the manufacturing  rights
acquired by it under Section 2 in the Territory.

4.       COMMUNICATION OF KNOW-HOW
         -------------------------

4.1 After the  Effective  Date of this  Agreement  and within a reasonable  time
after receipt of a request  therefor from the Licensee and so on throughout  the
currency of this Agreement,  the Licensor shall, from time to time,  deliver the
Know-How to Licensee as  recorded  in writing or in other  tangible  form.  Such
delivery shall be effected at such locations as the parties agree upon either by
physical  delivery or by other  convenient  means provided always that title and
risk of loss to the Know-How  shall remain with the Licensor  until delivery and
then shall pass to the Licensee.

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5.       SECRECY OF KNOW-HOW
         -------------------

5.1 The Licensee shall use all reasonable efforts to maintain the secrecy of the
Know-How  which shall be  disclosed  only to those of its  officers or employees
whose duties  required them to know the same and only if such persons have given
to the  Licensee an  enforceable  undertaking  not to  disclose  any part of the
Know-How to any  unauthorized  third  persons.  Further,  the Licensee shall not
disclose  any part of the  Know-How  to any  other  persons  or to any  proposed
sub-licensees without the Licensor's written consent. The Licensee covenants and
agrees that it shall not,  and  covenants to use its best efforts to ensure that
its employees and subcontractors  shall not disclose,  distribute,  sell, use or
otherwise make  available to any person any of the Know-How.  The Licensor shall
require its employees and  subcontractors to execute a non- disclosure  covenant
in a form approved by the Licensor.  The Licensee  further  covenants and agrees
that it shall not contest, directly or indirectly, the validity of the ownership
of the Licensor to the Know-How or any other parties thereof or any trademark of
the Licensor or industrial design rights or any other proprietary rights whether
or not relating to the  Know-How.  The  provisions  of this section shall remain
binding upon the parties hereto notwithstanding any assignment of this Agreement
whether or not consented to by the Licensor.  The Licensee and its employees and
subcontractors,  as the case may be, shall be released from the  obligations  of
this clause only with respect to such portion of the Know-How which:

         (i)      is now  available  to the public in  publication  or  tangible
                  form;

        (ii)      becomes  available  to the public in tangible  for anywhere in
                  the world through no cause due to the Licensee, its employees,
                  agents or those  whom they have a right to  control or to whom
                  they have disclosed information;

       (iii)      is already in the  possession  of the  Licensee  from  sources
                  other than the Licensor and there is  documentary  evidence to
                  that effect; or

        (iv)      has been  received from a party who is not under an obligation
                  of confidence to the Licensor.

6.       IMPROVEMENTS

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

6.1 In the event that during the term of this Agreement,  the Licensee  develops
any improvements in or inventions  relating to the Know-How,  the Product or the
Components,  it  shall  disclosure  and make  such  improvements  or  inventions
available  to the Licensor who shall have the right to use the same in all parts
of the world without charge.  If such  improvement  developed by the Licensee is
eligible for protection  under the patent or industrial  design laws of any part
of the Territory the Licensee shall at the Licensor's  request make or cause the
inventor to make the necessary applicable for patent or industrial design rights
for the same and shall pursue each  application  to final decision to the effect
that  letters  patent or  industrial  design  registrations  be issued upon such
improvement.  At the  request of the  Licensor,  the  Licensee  shall  assign or
procure  the  assignment  of any such  registration  or  letters  patent  to the
Licensor in which event the Licensor shall  reimburse the Licensee for all legal
fees,  court costs,  and filing fees incurred by Licensee in procurement of such
registration or letters patent.

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7.       KNOW-HOW CONFIDENTIAL
         ---------------------

7.1  The  Licensee  hereby   acknowledges   that  the  Know-How  is  secret  and
confidential,  that  its  disclosure  to  Licensee  is for the sole  purpose  of
enabling the Licensee to  manufacture  and market the Product using the Know-How
and the  Components  supplied or approved by the  Licensor and that the Licensee
has no right to resell or transfer such Know-How but only to use the same in the
ordinary  course of the business of  manufacturing  and marketing the Product to
customers in the Territory.

7.2 The Licensee shall ensure that all Know-How is recorded in tangible form and
all copies marked as being confidential and the property of the Licensor.

8.       PROTECTION OF TRADE-MARKS, INDUSTRIAL DESIGNS AND TECHNICAL DATA
         -----------------------------------------------------------------

8.1 The Licensor hereby expressly grants the Licensee the right to institute and
carry on in its name and for its own benefit any proceeding that may possibly be
brought in any court of competent  jurisdiction  in the Territory to prevent the
infringement  of any  trade-marks,  industrial  design  registrations  or design
patents  that may exist or be  obtained or to sustain  the  validity  thereof to
prevent the  unauthorized  and wrongful use or disclosure of the Know-How in the
Territory and to claim  damages or an  accounting of profits in connection  with
the  foregoing.  This clause shall not limit the  Licensor's  rights to carry on
proceedings for similar  purposes.  The Licensor agrees to diligently pursue the
registration  of all  outstanding  applications  for  design  registrations  and
patents.  The  Licensor and  Licensee  agree to give each other such  reasonable
assistance  as the other may request in  connection  herewith  and both  parties
shall indemnify the other with respect to all costs or damages either may suffer
as a result of any action instituted by the other party hereunder.

9.       WARRANTIES AND INDEMNITIES
         --------------------------

9.1 The Licensor shall  indemnify and hold harmless the Licensee,  its servants,
agents or employees from any losses or damages,  consequent  upon any failure or
defect in the  design or  construction  of any  Components  forming  part of the
Product or the Know-How or from any breaches of the  Licensors'  warranties  and
representations  made herein or from any damages  resulting  from any  negligent
acts or omissions of the Licensor its servants,  agents or employees or from any
misuse of the Trade-mark or the Know-How by the Licensor,  its servants,  agents
or employees. Subject to the foregoing indemnity provided by the Licensor to the
Licensee,  the Licensee  shall  indemnify and hold  harmless the  Licensor,  its
servants,  agents or employees from any and all claims which may be made against
the Licensor,  its servants,  agents or employees arising out of any breaches of
the  Licensee's  warranties and  representations  made herein or out of the use,
failure,  or misuse of the  Trade-mark,  the  Know-How,  the  Components  or the
Product by the Licensee,  its servants,  agents or employees  whether or not the
same  results  from  any  wrongful  or  negligent  act of the  Licensee  and its
servants, agents or employees.

9.2 The Licensor  represents  and  warrants to the Licensee  that (i) it has the
right  and power to grant  the  Licence  herein  provided  for,  (ii) it has not
granted the rights  inconsistent  with the rights herein granted to the Licensee
to any  other  person  and that  such  rights  are not  subject  to any liens or
encumbrances, and (iii) it is not aware of any claim made by any person relating
to the validity or enforceability of the Know-How or the Trade-mark.

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10.      ROYALTIES

         ---------

10.1 In consideration of the grant of the Licence, the Licensee hereby covenants
and agrees to pay to the Licensor throughout the Term a Royalty of five (5%) per
cent  of the  Licensee's  Wholesale  Selling  price  of the  Product,  less  any
deduction for legitimate Returns and Allowances,  which Royalty shall be payable
at the times and in the manner hereinafter set forth.

10.2 No  deductions  shall be made or any costs  incurred by the Licensee in the
manufacture,  sale,  distribution,  advertisement or promotion of the Product or
for any uncollectible  accounts receivable of the Licensee.  With respect to the
sale of the Product by the  Licensee to its  customers,  the  Wholesale  Selling
Price shall be deemed to have been  received by the  Licensee in respect of each
such  customer  either when a payment is actually made by the customer or on the
30th day next  following  the date of shipment of the Product to such  customer,
whichever shall first occur.

10.3 In the  event  that  the  Wholesale  Selling  Price to be  received  by the
Licensee is in currency  other than United  States  currency for the purposes of
this  Agreement,  it shall be deemed to be converted into United States currency
at the exchange rate in effect at the Licensee's bank with respect to such other
currencies on the date it is received, or pursuant to Section 10.2 above when it
is deemed to have been  received,  and the Royalty shall be calculated  upon the
converted amount.

10.4  Subject  to  Section  13.3  herein,  the  Royalty  shall be payable by the
Licensee to the  Licensor  quarterly in respect of the total  Wholesale  Selling
Price  received or deemed to have been received by the Licensee in each calendar
quarter, on or before the end of the month next following the completion of each
such calendar  quarter or part  thereof.  For greater  certainty,  the following
shall be the dates the Royalty shall be payable:

                                                     DATE ROYALTY TO BE
         CALENDAR QUARTER                            RECEIVED BY LICENSOR
         ----------------                            --------------------

(a)      January, February, March                    April 30 following
(b)      April, May, June                            July 31 following
(c)      July, August, September                     October 31 following
(d)      October, November, December                 January 31 following

10.5 In the event  that the  Licensee  shall  fail to pay to the  Licensor,  the
Royalty as herein set out by their respective due dates, the Licensee shall also
pay  interest  to the  Licensor  upon any and all  amounts  that are at any time
overdue  calculated monthly at a rate equivalent to the rate of interest charged
from  time to time by the  Licensor's  principal  Chartered  Banker  to its most
favoured commercial customers plus one (1%) per cent per annum, such interest to
be calculated from the date of default of payment and compounded monthly.

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10.6 All  royalties  and  payments to be made by the  Licensee  to the  Licensor
hereunder  shall be paid in  United  States  currency  and  shall be sent to the
address hereinafter set out for the giving of notices.

11.      BOOKS AND RECORDS
         ------------------

11.1 The Licensee  covenants and agrees that it will throughout the Term and for
so long as any money is owned by it to the Licensor,  maintain and keep true and
accurate Records which shall reflect such particulars in detail as are necessary
to  enable  the  Royalty  due to the  Licensor  to be  property  and  accurately
determined.

11.2 With  respect to each  payment due as set out  pursuant  to the  provisions
contained in Section 10.4 herein the Licensee shall submit  detailed  statements
in writing  certified as accurate by the Licensee's  Chief Executive  Officer or
Chief  Financial  Officer  setting  out the  manner  in which  the  Royalty  was
calculated. Such statements shall include, as a minimum, the total amount of the
Product sold during the quarter to which the  statement  relates,  the Wholesale
Selling Price of the Product, the deductions for Returns and Allowances, if any,
the deductions for value added,  consumption  and/or sales or similar taxes,  if
any, and the computation of the Royalty.  The Licensee shall also provide to the
Licensor  at the end of each  year of the Term,  a  certified  statement  of the
Licensee's  Auditor of the total  amount of Product  sold by the  Licensee,  the
total  Wholesale  Selling  Price  received by the  Licensee  for the sale of the
Product during such year and the amounts paid and owing to the Licensor.

11.3 The Licensor and its duly authorized agents and representatives may examine
the Licensee's  records,  as they relate to the Product at all reasonable  times
and on reasonable  notice without causing undue  interference to the business of
the Licensee;  provided  however,  that neither the Licensor nor the Licensee or
their respective agents or representatives shall, except under the compulsion of
law or as may be necessary to disclose the  information in or in connection with
any arbitration or litigation,  disclose to any other person,  firm organization
or corporation  any  information  acquired as a result of the examination of the
Licensee's records.

11.4 In the event  that the  Licensor  discovers  some  error in the  Licensee's
statement  which  discloses  that the Licensee  owes  additional  Royalty to the
Licensor,  the Licensee  shall  immediately  upon being  notified of the amounts
outstanding  pay the same to the Licensor  together  with interest as aforesaid,
and in the event that the amount  owing to the  Licensor  is greater by two (2%)
per cent than the amount  already  paid by the  Licensee  to the  Licensor,  the
Licensee  shall,  in  addition,  immediately  pay  to  the  Licensor  all  costs
reasonably  incurred by it with  respect to its  examination  of the  Licensee's
records.

12.      TERM

         ----
12.1 Subject to the early  termination of this Agreement as herein  provided and
subject  to the  maintenance  and  observance  of all the terms,  covenants  and
conditions  required of the  Licensee in this  Agreement,  the right and licence
hereby  granted to the Licensee  shall continue in effect for a Term of ten (10)
years.

13.      TERMINATION

         -----------
13.1 The Licensor  shall have the right to  terminate  this  Agreement  upon the
happening of any one or more of the following events:

(a)               The  Licensee's  failure to render  statements  and/or pay the
                  Royalties when due;



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(c)               The  Licensee's  failure to comply  with any of th other terms
                  and conditions  contained  herein on or before the (thirtieth)
                  30th day next following the date of its receipt of notice from
                  the Licensor of its failure to comply; or

(d)               The   bankruptcy   or   insolvency  of  the  Licensee  or  the
                  appointment  of a receiver of liquidator to take charge of the
                  affairs of the Licensee or the making of an assignment for the
                  benefit of the Licensee's creditors.

13.2 Upon  termination  of this  Agreement for any reason or cause,  the Licence
granted  herein  shall  immediately  cease and the  Licensee  shall  immediately
discontinue manufacturing,  distributing,  promoting and selling the Product and
shall  immediately  discontinue  and  undertake  not to use the trademark or any
other  similar or related  trademarks  or trade names which may be confused with
the  trademark or the trade name in  association  with any of its business or in
association with smartcards;  provided, however, that if this Agreement shall be
terminated  for any reason other than the  effluxion of time the Licensee  shall
have an  additional  sixty (60) days  (hereinafter  referred to as the "Holdover
Period")  beyond the  termination  date to dispose of its inventory on hold (but
not work in progress) as at the date of termination; provided, further that such
inventory shall not be disposed of at a price  substantially less than the price
charged  immediately  prior to the date of termination.  The Licensee shall upon
termination  provide  the  Licensor  with a  statement,  certified  by the Chief
Executive Officer of the Licensee,  of its inventory and shall at the end of the
Holdover  Period  provide  the  Licensor  with a second  such  statement  of its
remaining inventory.

13.3  Notwithstanding  the  termination of this  Agreement,  the Licensee shall,
within  thirty  (30)  days  thereafter,   pay  to  the  Licensor  all  Royalties
outstanding to it as at the date of termination as well as all Royalties  earned
from the sale of the Product after the date of  termination,  in accordance with
paragraph 13.2 herein,  which fees shall be payable on or before the (thirtieth)
30th day next following the expiration of the Holdover  Period.  In addition to,
and together  with the payments to be made  hereunder,  the Licensee  shall also
provide the  statements  as required  pursuant to the  provisions  contained  in
paragraph 11.2 herein.

13.4 No failure on the part of the Licensor to exercise any right of termination
hereunder  shall be  construed  to  prejudice  to  eliminate  such  right or any
subsequent  right of  termination  for the same or any other cause  provided for
herein.

14.      EFFECTIVE TERMINATION
         ---------------------

14.1  Upon  termination  of this  Agreement,  the  obligations  of the  Licensor
hereunder to communicate  any further  Know-How shall forthwith  terminate,  the
Licensee shall cease all use of the Know-How and the Trade-marks and shall cease
the manufacture and marketing of the Product. The Licensee shall be continued to
be bound by the provisions of Section 2.6, 5, 7, 8 and 9 of this Agreement.

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15.      LICENSES AND ASSIGNMENT
         -----------------------

15.1 This Agreement and all rights or obligations  arising  hereunder may not be
assigned or  otherwise  transferred  by the  Licensee and shall not enure to the
benefit of any liquidator, trustee in bankruptcy, receiver or other successor in
title of the  Licensee  whether by  operation  of law or  otherwise,  unless the
Licensor has given its written consent thereto. Any such purported assignment or
transfer without the Licensor's written consent shall be null and void.

15.2 The  Licensor  may assign the burden and benefit of this  Agreement  to any
person who  acquires  substantially  all of the  Licensor's  business and assets
insofar  as  that  business   relates  to  the  provisions  of  the  Components,
Trade-marks and Know-How as defined in this Agreement.

16.      INFRINGEMENT

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

16.1 The Licensor and the Licensee shall  promptly  notify each other in writing
of any infringement or perceived infringement of any proprietary interest either
may have arising from or with  respect to the subject  matter of this  Agreement
and which comes to the  attention of either of them. In the event that any party
(hereinafter  referred  to as the  "Infringer")  other  than the  Licensor,  the
Licensee or any one else licensed by the Licensor, manufactures,  distributes or
sells any other  product or service  identifying  same with the Trademark or the
Trade Name or any similar or related trademark or trade name with infringes upon
he Licensor's proprietary interest in the Trademark, the Licensor shall have the
first  right to  institute  proceedings  against the  Infringer  and may add the
Licensee  as a party  thereto  whereupon  the cost of the  proceedings  shall be
shared equally; provided,  however, that if the Licensee wishes to withdraw from
the  proceedings it may do so on thirty (30) days' notice to the Licensor and in
such event, the Licensee shall incur no further costs related to the proceedings
and will relinquish all claims damages  recovered by the Licensor and shall have
no right to make any claims against the Licensor. In the event that the Licensee
does not withdraw from the proceedings any damages  recovered shall be shared by
the parties in such manner as the trier of the proceedings  shall determine,  or
in the  absence of any such  award in such  manner as the  parties  may agree in
writing  and  failing  their  agreement  in  writing  in such  manner  as may be
determined by arbitration.

16.2 In the event that the  Licensor  shall  choose not to commence  proceedings
against the  Infringer,  the Licensee may do so on its own behalf in which event
all costs  incurred  shall be borne  entirely  by the  Licensee  and all damages
recovered by the Licensee shall accrue solely for the benefit of the Licensee.

17.      RELATIONSHIP OF THE PARTIES
         ---------------------------

17.1 The Licensor is a significant  shareholder  of the Licensee,  however,  the
Licensor  and the  Licensee  are not and  shall  not be  considered  to be joint
venturers,  partners  or agents of each other and neither of them shall have the
power to bind or obligate the other except as set forth in this  Agreement.  The
Licensee  specifically  covenants  and agrees  that it shall in no way incur any
contractual  or other  obligation  in the name of the  Licensor and the Licensor
shall have no liability for any debts incurred by or on behalf of the Licensee.

18.      SEVERABILITY

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

18.1  Should  any  provision  or  provisions  of this  Agreement  be  illegal or
unenforceable,  it or they shall be considered  separate and severable  from the
Agreement and its remaining provisions shall remain in force and be binding upon
the parties  hereto as though the said  illegal or  unenforceable  provision  or
provisions had never been included.

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19.      ENUREMENT

         ---------

19.1 This  Agreement  shall enure to the benefit of and be binding  upon each of
the parties hereto and upon their respective successors and permitted assigns.

20.      FURTHER ASSURANCES
         ------------------

20.1 The parties  agree that they and their  successors  and  permitted  assigns
shall be bound to  execute  such  further  agreements,  assurances,  papers  and
documents,  and to cause  such  by-law  and  resolutions  to be  enacted  and to
exercise  such votes and  influence  and do and  perform or cause to be done and
performed such further and other acts or things as may be necessary or desirable
from time to time in order to act in good faith and to give full  effect to this
Agreement and every part thereof.

21.      ENTIRE AGREEMENT
         ----------------

21.1 This Agreement  constitutes the entire agreement between the parties hereto
and  supersedes  all prior  negotiations,  understandings  and agreements of any
nature or kind  whatsoever  with  respect  to the  subject  matter  hereof.  Any
amendment or  amendments  to this  Agreement to which the parties may agree from
time to time shall, in order to be binding, be made in writing.

22.      NOTICES

         -------

22.1 All notices,  demand or other  communications  required to be made or given
pursuant  to the  terms of this  Agreement  shall  be in  writing  and  shall be
delivered  personally,  by  facsimile  transmission,  by  courier  or by prepaid
registered  post, to the parties at their  respective  addresses has hereinafter
set out, or such other  addresses  as the parties  may  subsequently  advised in
writing. Any notice,  demand or other communication mailed shall be deemed to be
received on the fifth day of business  next  following  the date of mailing,  if
delivered  personally shall be deemed to have been received on the actual day of
delivery,  if  transmitted  by  facsimile  on  the  day of  transmission  and if
delivered by courier  shall be deemed to have been  received on the first day of
business  next  following  the date the same as  delivered  by the sender to the
courier.  In the event that the Government postal service shall be disrupted due
to strike,  lockout or otherwise,  all notices,  demands or other communications
shall be delivered by facsimile,  personally or by courier.  The following shall
be the addresses for the deliver of notices of each of the parties:

         (a)      For the Licensor:
                  Groupmark Canada Limited

                  6705 Tomken Road, Unit 12-14
                  Mississauga, Ontario

                  L5T 2J6

         (b)      For the Licensee:
                  VHS Network, Inc.
                  6705 Tomken Road, Unit 12-14
                  Mississauga, Ontario
                  L5T 2J6

                                       10

<PAGE>

3.      TIME

        ----

23.1     Time shall in all respects be the essence of this Agreement.

24.      GOVERNING LAW
         -------------
23.1 This  Agreement  shall be governed by and construed in accordance  with the
laws of the Province of Ontario, Canada.

                  IN WITNESS  WHEREOF,  the parties have executed this Agreement
under the lands of their duly  authorized  officers in that regard as of the day
and year first above written.

                                    GROUPMARK CANADA LIMITED

                                    Per:________________________________
                                                A.S.O.

                                    Per:________________________________
                                                A.S.O.

                                    VHS NETWORK, INC.

                                    Per:________________________________
                                                A.S.O.

                                    Per:________________________________
                                                A.S.O.


                                       11

<PAGE>

                                  SCHEDULE "A"
                                    TRADEMARK

                                    ---------

1.       Canadian  trade-mark  "SMARTCARD",  registration  number TMA 357417 for
         plastic membership cards.

2.       Pending  application  for the trade-mark  "SMARTCARD" and design in the
         United States, serial number 75134818, for marketing for others credit,
         debit  and  membership  cards  for  membership,   reward  and  discount
         purchases.