AGREEMENT

                                       AND

                             PLAN OF REORGANIZATION

                                  BY AND AMONG

                                VHS NETWORK, INC.

                                       AND

                              VHS ACQUISITION, INC.

                                       AND

                           VHS NETWORK (CANADA), INC.




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

                                                           Dated: April 10, 1997


<PAGE>




         Agreement and Plan of Reorganization  ("Agreement"),  dated as of April
__, 1997, by and among VHS Network, Inc., a Florida corporation ("VHS Network");
VHS Acquisition, Inc., a Florida corporation ("VHS Acquisition") and VHS Network
(Canada), Inc., a Canadian corporation ("VHS Network Canada").


                             BACKGROUND INFORMATION
                             ----------------------

         VHS Network and VHS Network (Canada) deem it advisable that VHS Network
Canada  be  merged  into  VHS  Acquisition  pursuant  to this  Agreement  and in
accordance  with the applicable  statutes of the State of Florida.  VHS Network,
VHS Network Canada and VHS Acquisition  desire to adopt a plan of reorganization
within the meaning of Section 368(a)(2)(D) of the Internal Revenue Code of 1986,
as amended (the "Code"). Accordingly, in consideration of the promises contained
herein,  VHS Network,  VHS Acquisition and VHS Network Canada adopt this plan of
reorganization and agree as follows:

                              OPERATIVE PROVISIONS
                              --------------------

                                    ARTICLE 1
                                    ---------

                                     Merger
                                     ------

         1.1 Transfer of Property and  Liabilities.  Upon the Effective Date (as
defined  in Article 3 hereof)  of the  merger,  the  separate  existence  of VHS
Network  Canada  shall  cease;  all of the  outstanding  shares  of stock of VHS
Network  Canada shall be exchanged for and  converted  into shares of the common
stock of VHS  Network  and a  promissory  note  issued  by VHS  Acquisition,  as
hereinafter  provided;  and upon the filing of a Certificate  of Merger with the
Secretary of State of the State of Florida,  VHS  Acquisition  shall possess all
the rights,  privileges,  immunities,  powers and  purposes,  and all  property,
causes of action and every other asset of VHS  Network  Canada and shall  assume
and be liable for all the liabilities,  obligations and penalties of VHS Network
Canada, in accordance with Florida law.

         1.2 Surviving  Corporation.  Following the merger, the existence of VHS
Acquisition shall continue unaffected and unimpaired by the merger, with all the
rights,  privileges,  immunities  and  powers,  and  subject to all the  duties,
obligations  and  liabilities,  of a  corporation  organized  under  the laws of
Florida.  The Certificate of Incorporation and Bylaws of VHS Acquisition,  as in
effect immediately prior to the Effective Date, shall continue in full force and
effect,  and,  except as  provided in Article  1.3,  shall not be changed in any
manner by the merger. The directors of VHS Acquisition  immediately prior to the
Effective  Date shall  resign,  however,  immediately  prior  thereto they shall
appoint as their successors the persons set forth on Schedule 1.2.

         1.3 Name.   The  name of VHS  Acquisition  shall be  changed  as of the
Effective Date to "VHS Network Canada, Inc."

                                       1
<PAGE>

                                    ARTICLE 2
                                    ---------

                              Conversion of Shares.
                              ---------------------

         2.1 Conversion  Ratio.  As a result of the merger  contemplated by this
Agreement,  the  shareholder  of VHS Network  Canada will receive (a)  8,000,000
shares of the common  capital  stock of VHS Network (the "VHS Network  Shares");
and (b) VHS Acquisition's  secured promissory note for $500,000 (the "Note"). In
order to effect such conversion, the shares of VHS Network Canada's common stock
issued and outstanding immediately prior to the Effective Date (the "VHS Network
Canada Shares") shall be converted by the merger into the VHS Network Shares and
the Note.  The Note shall bear  interest at an annual rate of 8%. The Note shall
be amortized over a five year period following the Closing Date in equal monthly
installments. The Note shall be secured by all of the shares of VHS Acquisition.

         2.2 Shares  of VHS  Acquisition.   None  of the  issued  shares  of VHS
Acquisition  shall be converted as a result of the merger and all of such shares
shall remain issued shares of capital stock of VHS Acquisition.

                                   ARTICLE 3.
                                   ----------

                         Closing; Certificate of Merger.
                         -------------------------------

         3.1 Closing.  The Closing  contemplated by Section 1.1 shall be held at
the  offices of VHS  Network,  unless  another  place or date is agreed  upon in
writing by the parties  (the  "Closing  Date").  At the Closing,  all  documents
called for by this Agreement (the "Closing  Documents") shall be executed by the
respective parties.  VHS Network shall deliver to the shareholder of VHS Network
Canada  the  stock  certificate  for the VHS  Network  Shares,  the  Note and an
executed Stock Pledge Agreement in the form of Schedule 3.1 attached hereto. The
shareholder  of VHS Network  Canada shall deliver to VHS  Acquisition  the stock
certificate  for the VHS Network  Canada Shares and the books and records of VHS
Network Canada.

         3.2 Certificate of Merger.   After the Closing  provided for in Section
3.1 above, the Certificate of Merger executed by the parties at Closing shall be
submitted  for filing with the  Secretary  of State of Florida.  The date of the
latter of such  filing,  or such  other  date as the  parties  may agree upon in
writing  pursuant to applicable  law,  shall be the effective date of the Merger
(the "Effective Date").

                                       2
<PAGE>

                                   ARTICLE 4.
                                   ----------

                 Related Transactions and Additional Agreements.
                 -----------------------------------------------

         4.1 Stock Purchase Agreement. VHS Network has entered into an agreement
to purchase  2,400,000  shares of the common  stock of VHS Network  from Srotnac
Group,  LLC for  $112,500,  payable  in cash,  the  closing  of  which  shall be
consummated in accordance with the terms of that agreement.

         4.2 Board of  Directors  of VHS  Network.   On the  Effective  Date the
existing  Board of Directors  shall appoint Elwin  Cathcart and David Smelsky as
members to the Board of Directors of VHS Network  and,  immediately  thereafter,
all other members of the Board of Directors of VHS Network  shall resign,  other
than Thomas Roberts.

         4.3 Officers of VHS Network.  On the Effective Date, all of the current
officers of VHS Network shall resign.

         4.4 Offering  Proceeds;  Dividends.  VHS Network  intends to conduct an
offering  of  shares  of its  common  stock  (the  "Offering")  pursuant  to the
transactional  exemption from the registration  provisions of the Securities Act
of  1933,  as  amended  (the  "Act")  set  forth  in Rule  504 of  Regulation  D
promulgated by the Securities and Exchange Commission pursuant to the Act. It is
also the intention of VHS Acquisition,  after the merger, to generate sufficient
funds to be able to pay a dividend  to VHS  Network.  VHS  Network  will use the
proceeds of the Offering and the dividends that it receives from VHS Acquisition
to pay the  following  liabilities  of VHS Network,  prior to the payment of any
other liability of VHS Network:  (a) checks returned for insufficient funds; (b)
Internal Revenue Service obligations; (c) product shipments; (d) Cumberland Bank
overdrafts;  and  (e)  American  Express  obligations  of  VHS  Network,  in the
approximate amount of $50,000, the payment of which has been guaranteed by David
George.

         4.5 Office Equipment and Furniture.  The office equipment and furniture
set forth on Schedule 4.5 shall be transferred to David George,  effective as of
the Closing.  VHS Network  will,  within 30 days after the Closing,  establish a
fair market value for the office equipment and furniture and, to the extent that
the fair market value of the equipment and  furniture  exceeds any  indebtedness
secured by the office  equipment and furniture  which is assumed by Mr.  George,
then the difference  shall be credited against amounts owed to Mr. George by VHS
Network for accrued but unpaid salary.

         4.6 Vehicles.   VHS  Network  shall  assign  all of its  rights  to the
automobiles  set  forth  on  Schedule  4.6  to  David  George,  subject  to  the
liabilities  set forth on that schedule.  VHS Network  represents  that the fair
market value of the automobiles is approximately  equal to the indebtedness owed
by VHS Network and secured by the  automobiles.  David George shall use his best
efforts to cause VHS Network to be released from such liabilities.

         4.7 Scheduling Debt Obligations. VHS Network will use its best efforts,
after the Closing, to amicably reschedule the payment of indebtedness to each of
John Baldwin, Daryl Dinkla and Thomas Roberts.


                                       3
<PAGE>



                                    ARTICLE 5

                        Representations and Warranties of
                               VHS Network Canada

         VHS  Network  Canada  represents  and  warrants  to VHS Network and VHS
Acquisition as follows:

         5.1 Organization, Power, Standing and Qualification. VHS Network Canada
is a corporation duly organized,  validly  existing,  and in good standing under
the laws of Canada and has full  corporate  power and  authority to carry on its
business as it is now being  conducted and to own and operate the properties and
assets now owned and operated by it. VHS Network  Canada is duly qualified to do
business  and is in good  standing  in each and  every  jurisdiction  where  the
failure to qualify or to be in good standing  would have an adverse  effect upon
its  financial  condition,  the conduct of its business or the  ownership of its
assets.

         5.2 Authority.   VHS  Network  Canada  has the power and  authority  to
execute,  deliver and perform this Agreement;  and this Agreement is a valid and
binding obligation of the VHS Network Canada, enforceable in accordance with its
terms,  except as such  enforcement  may be  limited by  applicable  bankruptcy,
insolvency,  moratorium, or similar laws affecting the enforcement of creditors'
rights generally.

         5.3 Validity of Contemplated Transactions;  Interference. Other than as
provided in Schedule  5.3,  the  execution,  delivery  and  performance  of this
Agreement and the  consummation of the transactions  contemplated  hereby do not
and will not (a) contravene any provision of the Certificate of Incorporation or
Bylaws of VHS Network  Canada;  (b) violate,  be in conflict with,  constitute a
default under,  cause the acceleration of any payments pursuant to, or otherwise
impair the good standing,  validity, or effectiveness of any material agreement,
contract,  indenture, lease, or mortgage to which VHS Network Canada is a party;
(c)  subject  the  assets  of VHS  Network  Canada to any  indenture,  mortgage,
contract,  commitment,  or agreement,  other than this Agreement; (d) reasonably
interfere with any other  agreement to which VHS Network  Canada is a party;  or
(e) violate any material provision of law, rule,  regulation,  order, permit, or
license to which VHS Network Canada is subject.

         5.4 Capitalization  of  VHS  Network  Canada.    VHS  Network  Canada's
authorized  capital  stock  consists of ______  shares of common  stock,  no par
value, _______ of which shares are presently outstanding,  validly issued, fully
paid and non-assessable.  There are no outstanding options, warrants, conversion
privileges,  subscriptions,  calls,  commitments  or  rights  of  any  character
relating to any authorized but unissued capital stock of VHS Network Canada.

                                       4
<PAGE>

         5.5 Title to  Properties.   VHS  Network  Canada  has  good,  valid and
marketable title to all of its assets,  free and clear of all mortgages,  liens,
pledges,  security  interests  and other  encumbrances,  except as otherwise set
forth on Schedule 5.5.

         5.6 Absence of Undisclosed Liabilities.  Except as provided in Schedule
5.6, VHS Network Canada has no material  liabilities  or obligations  except for
those incurred in the ordinary course of business.  Except as otherwise provided
in  this  Agreement,  the  term  "liabilities  or  obligations"  as used in this
Agreement  shall  include  any direct or  indirect  indebtedness,  claim,  loss,
damage,   deficiency   (including   deferred   income  tax  and  other  net  tax
deficiencies), cost, expense, obligation, guarantee, or responsibility,  whether
accrued, absolute, or contingent, known or unknown, fixed or unfixed, liquidated
or unliquidated, secured or unsecured.

         5.7 Litigation;  Compliance with Laws. There is no suit, action, claim,
arbitration,  administrative  or  legal  or other  proceeding,  or  governmental
investigation  pending or, to the  knowledge of VHS Network  Canada,  threatened
against or related to VHS  Network  Canada.  There has been no failure to comply
with, nor any default under, any law,  ordinance,  requirement,  regulation,  or
order  applicable  to VHS Network  Canada or its  business  operations,  nor any
violation of or default with respect to any order, writ,  injunction,  judgment,
or  decree  of any  court  or  federal,  state or  local  department,  official,
commission, authority, board, bureau, agency, or other instrumentality issued or
pending  against VHS Network  Canada which in any such case would  reasonable be
expected  to have a material  adverse  effect on the  financial  condition,  its
business, results of operations, properties or assets of VHS Network Canada.

         5.8 Veracity of Statements.  To the knowledge of VHS Network Canada, no
representation or warranty by VHS Network Canada contained in this Agreement and
no  statement  contained  in  any  certificate,  schedule  or  other  instrument
furnished  to  VHS  Acquisition  pursuant  hereto  or  in  connection  with  the
transactions  contemplated  hereby  contains any untrue  statement of a material
fact or omits to state a material fact necessary to make it not misleading.

         5.9 Acquisition of VHS Network Shares for  Investment.  The shareholder
of VHS  Network  Canada  is  acquiring  the  common  stock  of VHS  Network  for
investment  purposes,  for its own  account and not with a view to the resale or
distribution  thereof in violation of any state or federal  securities laws. The
shareholder  shall not sell,  transfer,  pledge  or  hypothecate  any of the VHS
Network Shares in the absence of registration  under or pursuit to an applicable
exception from, federal and all applicable security law.

                                       5
<PAGE>

                                    ARTICLE 6
                                    ---------

                  Representations and Warranties of VHS Network
                  ---------------------------------------------

         VHS Network and VHS Acquisition,  jointly and severally,  represent and
warrant to VHS Network Canada as follows:

         6.1 Organization,  Power, Standing and Qualification.  VHS Network is a
corporation duly organized, validly existing and in good standing under the laws
in the State of Delaware and has full corporate  power and authority to carry on
its business as it is now being  conducted and to own and operate the properties
and assets now owned and operated by it.

         6.2 Capitalization  of VHS Network,  Inc..   VHS  Network's  authorized
capital stock  consists of 100,000,000  shares of common stock,  $.01 par value,
and 25,000,000 shares of preferred stock, $.01 par value.  Prior to the issuance
of the  shares of common  stock  pursuant  to this  Agreement  VHS  Network  had
12,481,000  shares of common  stock  issued and  outstanding,  which  shares are
presently  outstanding,  validly  issued,  fully  paid and  non-assessable.  VHS
Network  has not  issued  any  shares  of its  preferred  stock or any  options,
warrants or rights to acquire such shares.

         6.3 Financial  Statements.   VHS Network has  delivered  to VHS Network
Canada its  audited  balance  sheet for its fiscal year ended July 31, 1996 (the
"VHS Network Balance Sheet") as well as its consolidated statement of income and
loss for the year ended July 31, 1996,  which have been  prepared in  accordance
with the  applicable  books and records of VHS Network and  presents  fairly the
financial  condition of VHS Network as of July 31,  1996,  and there has been no
material change in such financial  condition of VHS Network since July 31, 1996,
except as otherwise set forth on Schedule 6.3.

         6.4 Absence of Undisclosed Liabilities.  VHS Network has no liabilities
or obligations  except for those (i) reflected on the VHS Network Balance Sheet;
(ii) reflecting contractual  liabilities or obligations incurred in the ordinary
course of  business  that are not  required  by  generally  accepted  accounting
principles to be reflected in a balance  sheet;  (iii)  incurred in the ordinary
course of business  subsequent to the date of the VHS Network  Balance Sheet and
not required to be disclosed  pursuant to the terms of this Agreement;  and (iv)
specifically  disclosed  in Schedule 6.4  attached  hereto.  Except as otherwise
provided in this  Agreement,  the term  "liabilities  or obligations" as used in
this Agreement shall include any direct or indirect  indebtedness,  claim, loss,
damage,   deficiency   (including   deferred   income  tax  and  other  net  tax
deficiencies), cost, expense, obligation, guarantee, or responsibility,  whether
accrued, absolute, or contingent, known or unknown, fixed or unfixed, liquidated
or unliquidated, secured or unsecured.

         6.5 Certain Tax  Matters.  Except as  disclosed  on Schedule  6.5,  VHS
Network  has duly filed all  federal,  state,  and local tax returns and reports
required to be filed by VHS Network for all periods  ending on or prior to March
31, 1997 and all taxes,  including income,  gross receipts,  and other taxes and
any penalties with respect  thereto,  shown thereon to be due and payable,  have
been paid, withheld,  or reserved for or are reflected as a liability in the VHS
Network Balance Sheet. The returns and reports are, to the best knowledge of VHS
Network,  correct and complete.  VHS Network has not entered into any agreements
for the extension of time for the assessment of any tax or tax delinquency,  has


                                       6
<PAGE>

received no outstanding or unresolved  notices from the Internal Revenue Service
or any taxing body of any proposed  examination or of any proposed deficiency or
assessment, and has properly withheld all amounts required by law to be withheld
for income taxes and unemployment  taxes,  including  without  limitation social
security and unemployment compensation,  relating to its employees, and remitted
such withheld amounts to the appropriate taxing authority as required by law.

         6.6 Litigation;  Compliance with Laws.  Except as set forth on Schedule
6.6, there is no suit, action,  claim,  arbitration,  administrative or legal or
other proceeding, or governmental  investigation pending or, to the knowledge of
VHS  Network  threatened  against or related to VHS  Network.  There has been no
failure to comply with, nor any default under, any law, ordinance,  requirement,
regulation,  or order applicable to VHS Network or its business operations,  nor
any  violation  of or  default  with  respect to any  order,  writ,  injunction,
judgment,  or  decree  of any  court or  federal,  state  or  local  department,
official, commission, authority, board, bureau, agency, or other instrumentality
issued or pending against VHS Network which might have a material adverse effect
on the financial condition, its business,  results of operations,  properties or
assets of VHS Network.

         6.7 No  Changes.  Except as set forth on Schedule  6.7,  since July 31,
1996 there has not been:

                  a. Any change in the  financial  or other  condition,  assets,
         liabilities or business of VHS Network,  which  individually  or in the
         aggregate has been materially adverse to VHS Network;

                  b. Any damage,  destruction or loss (whether or not covered by
         insurance) or any condemnation by governmental authorities which has or
         may  adversely  affect  the  business  or  assets of VHS  Network  to a
         material degree;

                  c. Any  declaration,  setting aside or payment of any dividend
         or other  distribution in respect of any of VHS Network's shares or any
         direct or indirect  redemption,  purchase or other  acquisition  of VHS
         Network's  shares or any direct or  indirect  payment or  incurring  of
         management fees or other  transactions  between the shareholders of VHS
         Network and VHS Network; or

                  d. Any  increase  in the  compensation  payable  or to  become
         payable by VHS Network to any of its officers,  employees or agents, or
         any known payment or arrangement made to or with any thereof, except in
         the ordinary course of business.

         6.8 Veracity  of  Statements.   No  representation  or  warranty by VHS
Network  or VHS  Acquisition  contained  in  this  Agreement  and  no  statement
contained  in any  certificate,  schedule or other  instrument  furnished to VHS
Network  Canada  pursuant   hereto  or  in  connection  with  the   transactions
contemplated hereby contains any untrue statement of a material fact or omits to
state a material fact necessary to make it not misleading.

                                       7
<PAGE>

         6.9 Copies of Articles of  Incorporation,  Bylaws and Stock Records.  A
copy of VHS Network's  Certificate  of  Incorporation,  Bylaws and stock records
(certified  by the  Secretary of VHS Network) has been  delivered to VHS Network
Canada and each is  correct  and in effect as at the date of this  Agreement.  A
copy of VHS Acquisition's Certificate of Incorporation, Bylaws and stock records
(certified  by the  Secretary  of VHS  Acquisition)  has been  delivered  to VHS
Network  Canada  and  each  is  correct  and in  effect  as at the  date of this
Agreement.  Such books and records have been regularly and properly kept and are
complete, accurate and legally sufficient under applicable law.

         6.10  Directors and Officers.  Schedule 6.10 attached  hereto is a true
and  complete  list as of the date of this  Agreement  showing  the names of VHS
Network's directors and officers, each of whom has been duly elected.

                                    ARTICLE 7
                                    ---------

                                 INDEMNIFICATION
                                 ---------------

         7.1 VHS Network Indemnification of VHS Network (Canada). From and after
the Effective  Date,  VHS Network shall  indemnify and hold harmless VHS Network
(Canada) and its affiliates  (collectively,  the "Indemnitees") from and against
any and all damages, losses,  obligations,  deficiencies,  liabilities,  claims,
encumbrances,  penalties,  costs, and expenses,  including reasonable attorneys'
fees (together,  a "Loss") which the Indemnitees may suffer or incur,  resulting
from,  related  to, or arising  out of: (a) being an officer or  director of VHS
Network;   (b)   the   transactions   contemplated   by  this   Agreement;   (c)
misrepresentation, breach of warranty, or nonfulfillment of any of the covenants
or   agreements   of  VHS  Network   Canada  in  this   Agreement  or  from  any
misrepresentation  in or omission from any certificate or document  furnished or
to be furnished to the Indemnitees hereunder and (d) any and all actions, suits,
investigations, proceedings, demands, assessments, audits, judgments, and claims
(including  employment-related  claims)  arising  out of  any of the  foregoing;
provided,  however, that before the Indemnitees may assert a claim for indemnity
under  this  Section,  the  Indemnitees  must give or cause to be given  written
notice of such claim to VHS Network as provided in Article 7.2.

         7.2 Notice.  Promptly after acquiring  knowledge of any Loss or action,
suit, investigation,  proceeding,  demand, assessment, audit, judgment, or claim
against  which  the  Indemnitees  have  been  indemnified  by VHS  Network,  the
Indemnitees shall give to VHS Network written notice thereof. VHS Network shall,
at its own expense,  promptly defend,  contest or otherwise  protect against any
Loss or action, suit,  investigation,  proceeding,  demand,  assessment,  audit,
judgment,  or claim against which it has  indemnified the  Indemnitees,  and VHS
Network  shall  receive  from  the  Indemnitees  all  necessary  and  reasonable
cooperation  in said  defense  including,  but not limited  to, the  services of
employees of the other party who are familiar with the transactions out of which
any such Loss or action, suit, investigation,  proceeding,  demand,  assessment,


                                       8
<PAGE>

audit,  judgment,  or claim may have arisen. VHS Network shall have the right to
control  the defense of any such  proceeding  unless  relieved of its  liability
hereunder  with respect to such defense by the  Indemnitees.  VHS Network  shall
have the right, at its option, and, unless so relieved, to compromise or defend,
at its own expense by its own counsel,  any such matter  involving  the asserted
liability of the  Indemnitees.  In the event that VHS Network shall undertake to
compromise or defend any such asserted  liability,  it shall promptly notify the
Indemnitees  of its  intention  to do so. In the event that VHS  Network,  after
written  notice from an  Indemnitee,  fails to take timely  action to defend the
same, the  Indemnitee  shall have the right to defend the same by counsel of its
or his own choosing, but at the cost and expense of VHS Network.

         7.3 Money  Damages.  If the Loss  indemnified  against  pursuant to the
provisions of Article 7.1 hereof can be compensated by the payment of money, VHS
Network  shall,  within 21 days  after  receipt  of a written  notice of a claim
pursuant to Article 7.2 deliver to the Indemnitee either: (i) the amount of such
claim by check or by wire transfer to the bank account of that party's choosing,
or (ii) a written  notice  stating that it objects to the validity of such claim
and setting forth in reasonable detail the grounds on which it is contesting the
validity of the claim.

                                    ARTICLE 8
                                    ---------

                          SURVIVAL OF REPRESENTATIONS,
                      WARRANTIES, GUARANTEES, AND COVENANTS
                      -------------------------------------

         8.1 Date Certain For Survival.  All representations and warranties made
by VHS  Network,  VHS  Acquisition  or VHS Network  Canada in this  Agreement or
pursuant  hereto shall survive the closing  hereunder for a period ending on the
third anniversary of the Effective Date.

                                    ARTICLE 9
                                    ---------

                          CONDUCT OF VHS Network Canada
                VHS Network AND VHS Acquisition AFTER THE MERGER
                ------------------------------------------------

         9.1 Additional  Actions and  Cooperation.  After the Effective Date, at
the request of either party and at the requesting  party's expense,  but without
additional consideration, the other party shall execute and deliver from time to
time such further  instruments  of assignment,  conveyance  and transfer,  shall
cooperate in the conduct of  litigation  and the  processing  and  collection of
insurance  claims,  and shall  take such  other  actions  as may  reasonably  be
required to convey and deliver more effectively to VHS Acquisition the assets of
VHS Network Canada or to confirm and perfect the interest of the  shareholder of
VHS  Network  Canada  in the  common  stock of VHS  Network,  and  otherwise  to
accomplish  the orderly  transfer to VHS Network of the  business of VHS Network
Canada as contemplated by this Agreement.

         9.2 Audit  Access.  VHS  Network  will  preserve  the  books,  records,
reports,  documents  and lists  owned by it for a period of at least seven years
from the Effective  Date,  will not thereafter  destroy or otherwise  dispose of


                                       9
<PAGE>

such records without giving the  Indemnitees  notice and the opportunity to take
possession  thereof,  and,  while in  possession  of such  records,  will permit
representatives  of the  Indemnitees to have access at reasonable  times to such
books, records,  reports,  documents and files, to make such copies therefrom as
such  representatives  reasonably  request.  The Indemnitees  shall,  subject to
applicable law and regulation,  and the terms of any confidentiality  agreement,
hold in confidence any nonpublic  information  concerning  VHS Network  obtained
hereunder.

                                   ARTICLE 10
                                   ----------

                               BROKERAGE; EXPENSES
                               -------------------

         Except as set forth on Schedule 10, none of the parties has employed or
will employ any broker, agent, finder, or consultant (collectively, "Broker") or
has incurred or will incur any liability for any  brokerage  fees,  commissions,
finders' fees, or other fees, in connection with the negotiation or consummation
of the transactions contemplated by this Agreement,  except as herein set forth.
VHS  Network  Canada is  responsible  for and hereby  indemnifies  and holds the
Indemnitees  harmless  against and in respect of any claim for  brokerage  fees,
commissions,  or other finders' fees or commissions of any such Broker  employed
by VHS Network Canada and any additional such claims incurred by the Indemnitees
relative to this  Agreement  and the  transactions  contemplated  hereby and any
attorney  fees incurred by any of these parties in relation to any such claim by
a  Broker  not  otherwise  disclosed  herein.  Similarly,  the  Indemnitees  are
responsible for and hereby  indemnify and hold VHS Network  harmless against and
in respect of any claim for brokerage fees, commissions,  or other finders' fees
or commissions of any such Broker employed by the Indemnitees or VHS Network and
not  disclosed  herein and any  additional  such claims  incurred by VHS Network
relative to this  Agreement  and the  transactions  contemplated  hereby and any
attorney fees incurred by VHS Network in relation to any such claim by a Broker.

                                   ARTICLE 11
                                   ----------

                                 CORPORATE NAMES
                                 ---------------

         VHS  Acquisition  shall have the  exclusive  right to use the corporate
name "VHS Network Canada" after the Effective Date.

                                   ARTICLE 12
                                   ----------

                                     GENERAL
                                     -------

         12.1 Entire  Agreement;  Amendments.  This  Agreement  constitutes  the
entire  understanding  among the  parties  with  respect to the  subject  matter
contained  herein and supersedes any prior  understandings  and agreements among
them   respecting   such  subject   matter.   This  Agreement  may  be  amended,
supplemented,  and terminated only by a written  instrument duly executed by all
of the parties.

                                       10
<PAGE>

         12.2 Headings.  The headings in this  Agreement are for  convenience of
reference only and shall not affect its interpretation.

         12.3 Gender;  Number.  Words  of  gender  may  be  read  as  masculine,
feminine,  or neuter,  as required  by  context.  Words of number may be read as
singular or plural, as required by context.

         12.4 Exhibits and  Schedules.  Each  Exhibit and  Schedule  referred to
herein is incorporated into this Agreement by such reference.

         12.5 Severability.  If any provision of this Agreement is held illegal,
invalid, or unenforceable, such illegality, invalidity, or unenforceability will
not  affect  any  other  provision   hereof.   This  Agreement  shall,  in  such
circumstances,  be deemed modified to the extent necessary to render enforceable
the provisions hereof.

         12.6 Notices. All notices and other  communications  hereunder shall be
in  writing  and shall be given to the  person  by  sending  a copy  thereof  by
certified mail or by telecopy.  Notice shall be deemed to have been given to the
person  entitled  thereto  when  deposited  in the  United  States  mail or when
transmitted.

         If to VHS Network, to:

                           G. David George, President
                                VHS Network, Inc.
                                 P.O. Box 291989
                           Nashville, Tennessee 37229

         If to VHS Network Canada:

                              Mr. Elwin D. Cathcart
                            VHS Network Canada, Inc.
                        1599 Hurontario Street, Suite 200
                          Mississauga, Ontario L5F 4S1
                             Fax No. (905) 891-5698

                                       11
<PAGE>

Notice of any change in any such  address  shall also be given in the manner set
forth  above.  Whenever  the  giving of notice is  required,  the giving of such
notice may be waived by the party entitled to receive such notice.

         12.7 Waiver. The failure of any party to insist upon strict performance
of any of the terms or conditions of this Agreement will not constitute a waiver
of any of its rights hereunder.

         12.8 Assignment.  No party may assign any of its rights or delegate any
of its  obligations  hereunder  without the prior  written  consent of the other
parties.

         12.9 Successors  and  Assigns.   This  Agreement  binds,  inures to the
benefit of, and is enforceable by the successors and assigns of the parties, and
does not confer any rights on any other persons or entities.

         12.10 Governing Law; Jurisdiction. The parties agree that, irrespective
of any wording that might be construed  to be in conflict  with this  paragraph,
this Agreement is one for performance in Florida.  The parties to this Agreement
agree that they waive any objection, constitutional,  statutory or otherwise, to
a Florida  court's taking  jurisdiction of any dispute between them. By entering
into this agreement, the parties, and each of them understand that they might be
called upon to answer a claim asserted in a Florida court.  This Agreement shall
be construed and enforced in accordance with law of the State of Florida.  Venue
for any such action shall be deemed proper in Hillsborough County, Florida.

         12.11 No Benefit to Others. The representations,  warranties, covenants
and  agreements  contained  in this  Agreement  are for the sole  benefit of the
parties hereto and their successors and assigns, and they shall not be construed
as conferring and are not intended to confer any rights on any other persons.

         12.12 Publicity.   Prior to the  Effective  Date,  all notices to third
parties and all other  publicity  relating to the  transactions  contemplated by
this  Agreement  shall be  jointly  planned,  coordinated  and  agreed to by the
Shareholder  and VHS  Network.  Except as may be required  by law,  prior to the
Effective Date none of the parties hereto shall act  unilaterally in this regard
without  the  prior  approval  of the  Shareholder  and VHS  Network;  provided,
however, that such approval shall not be unreasonably withheld.

         12.13 Counterparts.   This  Agreement  may be executed in any number of
counterparts  and any party  hereto may  execute any such  counterpart,  each of
which when executed and  delivered  shall be deemed to be an original and all of
which  counterparts  taken  together  shall  constitute  but one  and  the  same
instrument.  The execution of this Agreement by any party hereto will not become
effective  until  counterparts  hereof  have been  executed  by all the  parties
hereto.  It shall not be  necessary  in making  proof of this  Agreement  or any
counterpart hereof to produce or account for any of the other counterparts.

                                       12
<PAGE>

         12.14 Limitations  Upon  Consent:   Whenever,  under  the terms of this
Agreement,  the parties  hereto are called upon to give their  written  consent,
such written consent will not be unreasonably withheld.

         12.15 Form of Consent:  All  consents of any kind  required  under this
Agreement shall be in writing.  Whenever, under the terms of this Agreement, VHS
Network,  and/or VHS Network Canada are authorized to give consent, such consent
may be given and shall be conclusively evidenced by the Chairman of the Board of
Directors or the president of each respective  corporation  giving such consent.
Whenever,  under  the  terms  of  this  Agreement,  any  of the  Shareholder  is
authorized  to give  his  consent,  such  consent  may be  given  and  shall  be
conclusively  evidenced  in  writing  as  certified  by  each of  these  persons
individually or by their duly appointed legal representative.

         12.16 Attorneys' Fees and Court Actions: If a legal action is initiated
by any party to this Agreement  against  another,  arising out of or relating to
the  alleged   performance  or   non-performance  of  any  right  or  obligation
established  hereunder,  or any dispute  concerning  the same, any and all fees,
costs and expenses  reasonably  incurred by each successful  party or his or its
legal counsel in investigating,  preparing for, prosecuting,  defending against,
or providing evidence, producing documents or taking any other action in respect
of, such action shall be the joint and several  obligation  of and shall be paid
or reimbursed by the unsuccessful party.

         12.17 Binding Effect:  This Agreement shall inure to the benefit of and
be binding  upon VHS Network and VHS Network  Canada,  and their  successors  or
assigns,  including but not limited to any  corporation or other business entity
which may acquire all or  substantially  all of VHS Network's and/or VHS Network
Canada's  assets and business,  or with, or into which VHS Network Canada and/or
any VHS Network Canada  subsidiary may be consolidated  or merged,  and upon the
executors, administrators and legal representatives thereof.

         IN WITNESS  WHEREOF,  the parties have executed  this  Agreement on the
date first above written.

                                      VHS Network, Inc.

                                      By:/s/ G. David George
                                      ----------------------
                                             G. David George, President

                                      VHS Acquisition, Inc.

                                      By: /s/ G. David George
                                      -----------------------
                                              G. David George, President

                                      VHS Network Canada, Inc.

                                      By:/s/ Elwin Cathcart
                                      ---------------------
                                             Elwin Cathcart, President