EXHIBIT  10

THIS  AMENDING  AGREEMENT made and dated for reference the 1st day of September,
1999.

AMONG:         ASIA PACIFIC  ENTERPRISES,  INC., a body corporate,  incorporated
               ------------------------------
               under the laws of the State of  Delaware,  having its  registered
               office  at  1313  North  Market   Street,   New  Castle   County,
               Wilmington, Delaware 19801-1151

               (hereinafter  called  "Asia  Pacific")
                                                               OF THE FIRST PART

AND:           EVIDEO USA, INC., a body corporate,  incorporated  under the laws
               ----------------
               of Nevada,  having its registered office at 502 East John Street,
               Carson City, Nevada 89706


               (hereinafter  called  "USA")
                                                              OF THE SECOND PART

AND:           EVIDEO INTERNATIONAL,  INC., a body corporate, incorporated under
               ---------------------------
               the  laws  of  The  Commonwealth  of  the  Bahamas,   having  its
               registered office at ABL Building, Bank Lane, Nassau, Bahamas

               (hereinafter  called  "International")
                                                               OF THE THIRD PART

AND:           ROY B. BENNETT & ASSOCIATES LTD., a body corporate,  incorporated
               --------------------------------
               under the laws of the  Province of British  Columbia,  having its
               head  office  at 2757  Chelsea  Court,  West  Vancouver,  British
               Columbia V7S 3E9

               (hereinafter  called  "Bennett")
                                                              OF THE FOURTH PART

AND:           ROY B.  BENNETT,  an  individual,  of 2757  Chelsea  Court,  West
               -----------------
               Vancouver, British Columbia V7S 3E9

               (hereinafter  called  "Roy  Bennett")
                                                               OF THE FIFTH PART

WHEREAS:

A.     Pursuant  to  an  agreement  among  the parties hereto dated June 8, 1999
(hereinafter  called the "Agreement"), Asia Pacific agreed to acquire all of the
issued  and  outstanding shares of USA from International on the terms set forth
in  the  Agreement;

B.     The  closing  pursuant  to  the  Agreement  occurred  on  June  23, 1999;

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C.     The  parties now wish to amend certain of the provisions of the Agreement
on  the  terms  and  conditions  hereinafter  set  forth;

NOW  THEREFORE THIS AMENDING AGREEMENT WITNESSETH that in consideration of these
presents  and the sum of Ten Dollars ($10.00) now paid by each of the parties to
each of the other parties hereto, the receipt and sufficiency of which is hereby
acknowledged  by  each  of  the  parties,  and  for  other  good  and  valuable
consideration,  the receipt and sufficiency of which is also hereby acknowledged
by  each  of  the  parties,  the  parties  hereby  agree  as  follows:

1.   Paragraph 1.02 of the Agreement is deleted in its entirety, and is replaced
     with the following:

     "1.02It is Asia  Pacific's  intention to raise an additional  Three Million
          Nine  Hundred  Thousand  Dollars  ($3,900,000)  by the sale of  equity
          capital subsequent to the date of this Agreement as follows:

          (a)  at least Two Hundred Thousand  Dollars  ($200,000) by October 29,
               1999; and

          (b)  the balance  within 45 days after the first to occur of either of
               the  following  events  (each of which  is  hereinafter  called a
               "Release Event"):

               (i)  USA  demonstrating  a  set-top  box  capable  of  receiving,
                    storing and  replaying  a video movie  received in less than
                    real-time  format from a file server  using the  proprietary
                    software  currently  being  developed  for it by Burnt  Sand
                    Solutions Inc.; and

               (ii) Macrovision   Corporation  issuing  an  exclusive  long-form
                    license to USA to use  Macrovision's  analog copy protection
                    technology  in the United  States of  America  for less than
                    real-time video programming services.

               For  every  common  share of Asia  Pacific  issued  to raise  the
               additional  funds provided for in  sub-paragraphs  (a) and (b) of
               this  paragraph  1.02,  Asia  Pacific  agrees  to  issue  one and
               one-half   (1  )  common   shares   in  its   capital   stock  to
               International,  which shares are to be issued on October 29, 1999
               or, to the extent that the funds are raised subsequent to October
               29, 1999, such later date(s) as International  may agree to, with
               all of these shares to be held in escrow by an independent escrow
               agent and released to International from escrow on the same basis
               as the 6,623,016  common shares to be held in escrow  pursuant to
               paragraph 1.01 hereof."

2.   Paragraph 1.03 of the Agreement is deleted in its entirety, and is replaced
     with the following:

     "1.03In order to secure Asia  Pacific's  performance  in the raising of the
          additional  equity  capital  provided  for in  paragraph  1.02 hereof,
          Adrian Rollke, a director of Asia Pacific, has agreed to lodge 345,000
          common  shares  of  Asia  Pacific  currently  owned  by  him  with  an
          independent  escrow agent, which shares will be released to Mr. Rollke
          from escrow on the following basis:

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          (a)  on November  1, 1999,  that  portion of the total  shares held in
               escrow that equals the portion  that the equity  funds  raised by
               Asia Pacific  subsequent  to the date of the  Agreement and on or
               before October 29, 1999 is of Three Million Nine Hundred Thousand
               Dollars ($3,900,000), provided that at least Two Hundred Thousand
               Dollars ($200,000) of these funds has been raised by Asia Pacific
               on or before October 29, 1999; and

          (b)  46 days after the earliest Release Event occurs,  that portion of
               the total  shares  originally  held in  escrow  that  equals  the
               portion that the equity  funds raised by Asia Pacific  subsequent
               to the date of the  Agreement  is of Three  Million  Nine Hundred
               Thousand Dollars ($3,900,000), less the number of shares released
               on November 1, 1999 as provided for in  subparagraph  (a) hereof;
               and

          (c)  any shares not  entitled to be  released  from escrow as provided
               for in  subparagraphs  (a) and (b) of this paragraph 1.03 will be
               surrendered  to Asia  Pacific  for  cancellation  on the 47th day
               after the earliest Release Event occurs."

3.   In all other  respects  the terms and  conditions  of the  Agreement  shall
     remain in full force and effect.

4.   The parties  hereto  agree that the terms and  conditions  of the  Amending
     Agreement shall supercede and replace any other agreement or  arrangements,
     whether oral or written,  heretofore  existing among the parties in respect
     of the subject matter of this Amending Agreement.

5.   This Amending  Agreement and any certificate or other writing  delivered in
     connection  herewith may be executed in any number of counterparts  and any
     party hereto may execute any  counterpart,  each of which when executed and
     delivered will be deemed to be an original and all of which counterparts of
     this Amending  Agreement or such other  writing,  as the case may be, taken
     together,  will be deemed to be one and the same instrument.  The execution
     of this  Amending  Agreement or any other  writing by any party hereto will
     not become  effective until all  counterparts  hereof have been executed by
     all of the parties hereto.

6.   Each of the  parties  hereto  will be  entitled  to rely upon  delivery  by
     facsimile  of  executed   copies  of  this   Amending   Agreement  and  any
     certificates or other writings delivered in connection  herewith,  and such
     facsimile  copies will be legally  effective  to create a valid and binding
     agreement  among the parties in accordance with the terms and conditions of
     this Amending Agreement.

7.   Each of the parties hereto agrees to do and/or execute all such further and
     other acts,  deeds,  things,  devices,  documents and  assurances as may be
     required in order to carry out the true intent and meaning of this Amending
     Agreement.

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8.   This Amending  Agreement  shall enure to the benefit of and be binding upon
     the parties hereto and each of their successors and permitted  assigns,  as
     the case may be.

IN WITNESS WHEREOF this Agreement has been executed as of the day and year first
above  written.

SIGNED  and  DELIVERED  by
ASIA  PACIFIC  ENTERPRISES,  INC.
in  the  presence  of:

/s/  Owen  Granger
------------------
Authorized  Signatory

SIGNED  and  DELIVERED  by
EVIDEO  USA,  INC.
in  the  presence  of:

  /s/  Roy  B.  Bennett
-----------------------
Authorized  Signatory

SIGNED  and  DELIVERED  by
EVIDEO  INTERNATIONAL,  INC.
in  the  presence  of:

  /s/  Roy  B.  Bennett
-----------------------
Authorized  Signatory

SIGNED  and  DELIVERED  by
ROY  B.  BENNETT & ASSOCIATES  LTD.
in  the  presence  of:

  /s/  Roy  B.  Bennett
-----------------------
Authorized  Signatory

SIGNED  and  DELIVERED  by                   )
ROY  B.  BENNETT                             )
in  the  presence  of:                       )
                                             )     /s/ Roy B. Bennett
                                             )     ------------------
                                             )     ROY  B.  BENNETT
Signature  of  Witness                       )
                                             )
                                             )
Name of Witness - please type or print       )
                                             )
                                             )
Address of Witness - please type or print    )
                                             )
                                             )
                                             )
                                             )
Occupation of Witness - please type or print )

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