SCHEDULES TO EXHIBIT 10.1 (SHARE EXCHANGE AGREEMENT DATED APRIL 12, 2000)

                                  SCHEDULE 1.1
                                   DEFINITIONS

"Affiliate and Associate" means an "affiliate" and "associate", respectively, as
         those  terms  are  defined  in  the  Business   Corporation  Act,  1990
         (Ontario), as amended on the date hereof.

"Agreement" means the Agreement and any instrument  supplemental or ancillary to
         it.

"Ancillary  Agreements"  means  all  documents,  agreements,   certificates  and
         instruments  to be  executed  or  delivered  by any  Person  under this
         Agreement including the Support Agreement.

"Authorized  Representatives" means employees,  agents, counsel, accountants and
         other representatives.

"Business Day" means any day other than a Saturday,  Sunday or statutory holiday
         in the Province of Ontario.

"Capital Expenditures"  means  expenditures  which,  in accordance with Canadian
         generally accepted  accounting  principles  consistently  applied,  are
         chargeable   to  capital  or  fixed   assets   accounts   and  includes
         expenditures in connection with the acquisition by, purchase,  erection
         or  construction  of  lands,  fixed  assets,  plant,  machinery  and/or
         equipment, whether fixed or moveable.

"China   eMall  Business"  means China  eMall's  Business of providing  internet
         marketing and information services to facilitate trades between Chinese
         and  Western   businesses   and  its  aims  to   establish  an  on-line
         international trade market center for Chinese products.

"China eMall Business  Agreements" means the business  agreements  undertaken in
         the normal course of business.

"China eMall Financial Statements" means the financial statements of China eMall
         attached as Schedule 5.1 (m).

"China   eMall  Records" means China eMall's books,  records,  files,  including
         business and financial records, documentation and information,  whether
         in writing or stored in any retrieval system or database.

"China   eMall  Shareholders"  shareholders  of all the issued  and  outstanding
         common shares of China eMall as set out in Schedule 4.1 (e).

"China  Shares"  means the common shares of China eMall  currently  owned by the
         China Vendors as listed in Schedule 4.1 (e).

"China  Vendors" means Uphill,  GDCT, Gang Chai, Qin Lu Chai, Qing Wang, Tai Xue
         Shi, Charles He, and Forte.

"Claims" means claims,  demands,  actions,  causes of action,  damages,  losses,
         costs, fines, penalties, interest, liabilities and expenses, including,
         without limitation, reasonable legal fees.

"Closing"  means  the  completion  of  the  transactions  contemplated  by  this
         Agreement pursuant to this Agreement.

"Closing  Date" means April 12, 2000,  or such other later date as may be agreed
         to by the Parties.

"Closing Time" means 2:00 p.m.  (Toronto time) on the Closing Date or such other
         time on the Closing Date as may be agreed to by the Parties.

"Encumbrances"  means  any  mortgage,   charge,   pledge,   hypothecate,   lien,
         encumbrance,  restriction, option, right of others or security interest
         of any kind.

"Exchangeable Shares"  means Class B  Exchangeable  Shares of China eMall (to be
         created),  that  will  have the  rights,  privileges  and  restrictions
         substantially as set out in Schedule 2.8.

                                       1
<PAGE>

"GDCT Agreements" means the business agreements  undertaken in the normal course
         of business and set out in Schedule 5.3 (p).

"GDCT  Business"  means the holding of common shares of China eMall and no other
         activity, business or holdings.

"GDCT Financial  Statements" means the financial  statements of GDCT attached as
         Schedule 5.3 (m).

"GDCT    Shares"  means all the  issued  and  outstanding  common  shares in the
         capital of GDCT Capital Inc.  currently  owned by the  shareholders  as
         listed in Schedule 4.3 (e).

"GDCT Vendors" means Qing Wang and Tai Xue Shi.

"Governmental  Authorities"  means  any  applicable   Canadian  or  non-Canadian
         federal,  provincial and municipal agency, ministry, crown corporation,
         department, inspector and official.

"Interim Period" means the period  commencing on the date of this  Agreement and
         ending immediately before the opening of business on the Closing Date.

"NASD" means the National Association of Securities Dealers.

"NASDAQ"  means  the  National   Association  of  Securities  Dealers  Automated
         Quotation System.

"OSC" means the Ontario Securities Commission.

"Parties" means the parties to the Agreement and "Party" means any one of them.

"Permits"means  authorizations,  registrations,  permits,  approvals or licenses
         that can be issued or granted by Governmental Authorities.

"Person" means an  individual,  body  corporate,  partnership,  trustee,  trust,
         unincorporated   association,    executor,   administrator   or   legal
         representative.

"Purchaser  Business"  means a  developmental  stage  company in the  e-commerce
         industry  including  data  content  delivery  to  the  point  of  sale,
         incorporation of consumer loyalty marketing programs based on smartcard
         technology,  the development of internet access set-top boxes,  and the
         identification of technologies and market opportunities in internet and
         interactive media e-commerce and smartcard marketing.

"Purchaser Business Agreements" means the business agreements  undertaken in the
         normal course of business and set out in Schedule 6.1 (m).

"Purchaser Financial Statements" means the financial statements of the Purchaser
         attached as Schedule 6.1 (n).

"Purchaser Records"  means the  Purchaser's  books,  records,  files,  including
         business and financial records, documentation and information,  whether
         in writing or stored in any retrieval system or database.

"Records" means the China eMall Records and the Purchasers' Records.

"Regulatory Approval" means the approvals and consents of applicable  regulatory
         authorities,   which  are   required  to  complete   the   transactions
         contemplated by this Agreement.

"Share Conversion" has the meaning attributed to it in section 2.2.

                                       2
<PAGE>

"Shareholder  Approval"  means  approval by the holders of the common  shares of
         China  eMall  in  respect  to the  transactions  contemplated  by  this
         Agreement.

"Uphill  Agreements"  means the  business  agreements  undertaken  in the normal
         course of business and set out in Schedule 5.2 (p).

"Uphill Business" means the holding of common shares of China eMall and no other
         activity, business or holdings.

"Uphill Financial  Statements" means the financial statements of Uphill attached
         as Schedule 5.2 (m).

"Uphill  Shares"  means all the  issued  and  outstanding  common  shares in the
         capital of Uphill Capital Inc.  currently owned by the  shareholders as
         listed in Schedule 4.3 (e).

"Uphill Vendors" means Gang Chai and Qin Lu Chai.

"Vendors" means the China Vendors.


<PAGE>

                                  SCHEDULE 2.8
                               EXCHANGEABLE SHARES

The  rights,  privileges,  restrictions  and  conditions  of the Class A Special
Shares and the Class B Special Shares will be substantially as follows:

(a)      Definitions
         -----------

The term "Redemption Amount" where used herein with reference to a:

(i)      Class A Special share,  means an amount per Class A Special share equal
         to the original issue price for such Class A Special share;

(ii)     Class B Special share (an "Exchangeable  Share") means one common share
         in the capital of VHS Network Inc.,  ("VHS") a corporation formed under
         the laws of the State of Florida in the United  States of America  (the
         "VHS Share");

The term "Redemption Price" where used herein with reference to:

(i)      a  Class  A  Special  share  shall  mean,  at the  relevant  time,  the
         respective  Redemption Amount of such share together with all dividends
         declared thereon and unpaid; and

(ii)     an Exchangeable  Share shall mean, at the relevant time, the respective
         Redemption Amount of such share together with all dividends declared on
         the VHS Share and unpaid.

(b)      Dividends
         ---------

The directors may, in their discretion, declare dividends or other distributions
on the Class A Special shares, the Exchangeable  Shares and the common shares or
on any of such classes of shares,  wholly to the  exclusion of the other classes
of  shares,  at such  times or from time to time and in such  differing  amounts
among classes as they may deem advisable; provided that:

(i)      the holders of the Class A Special  shares shall be entitled to receive
         each  year,  for each such Class A Special  share held by them,  out of
         moneys  of  the  Corporation  properly  applicable  to the  payment  of
         dividends before the payment of any dividends of the Corporation to the
         holders of the  Exchangeable  Shares and the common shares or any other
         shares of the Corporation ranking after the Class A Special shares, one
         or more  non-cumulative  preferential  dividends of an aggregate amount
         equal to a  minimum  of 0.0% and a maximum  of 10.0% of the  Redemption
         Amount for each such Class A Special share held by them;

(ii)     the  holders of the  Exchangeable  Shares  shall be entitled to receive
         each calendar year, for each such Exchangeable  Share held by them, out
         of moneys of the  Corporation  properly  applicable  to the  payment of
         dividends or other distributions before the payment of any dividends of
         the Corporation to the holders of the common shares or any other shares
         of the Corporation  ranking after the Exchangeable  Shares, one or more
         non-cumulative  preferential  dividends  or other  distributions  of an
         aggregate  amount equal to the dividends or  distributions  paid on the
         VHS Shares during such calendar year.

(c)      Return of Capital
         -----------------

In the event of the liquidation, dissolution or winding-up of the Corporation or
other  distribution  of the  property  or  assets of the  Corporation  among its
shareholders  for the purpose of winding-up  its affairs,  whether  voluntary or
involuntary,  the  holders of the Class A Special  shares  shall be  entitled to
receive  out of the  property  and assets of the  Corporation  before any amount
shall be paid or any property or assets of the  Corporation  are  distributed to
the holders of the Exchangeable Shares and the common shares or any other shares
of the Corporation  ranking after the Class A Special shares, an amount equal to
the Redemption Price of each Class A Special share held by them.

After  payment  to the  holders  of the  Class A Special  shares of the  amounts
provided  above,  the holders of the  Exchangeable  Shares  shall be entitled to

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<PAGE>

receive out of the  property  and assets of the  Corporation,  before any amount
shall be paid or any property or assets of the  Corporation  are  distributed to
the holders of the common shares or any other shares of the Corporation  ranking
after the Exchangeable  Shares,  an amount equal to the Redemption Price of each
Exchangeable Share held by them.

After payment to the holders of the Class A Special shares and the  Exchangeable
Shares of the amounts  provided above, the holders of the Class A Special shares
and the  Exchangeable  Shares  shall  not be  entitled  as such to  share in any
further distribution of the property or assets of the Corporation.

All  property  and assets of the  Corporation  remaining  after  satisfying  the
foregoing  rights  of  the  holders  of the  Class  A  Special  shares  and  the
Exchangeable  Shares shall be  distributed on a pro-rata basis to the holders of
the common shares.

(d)      Redemption by the Corporation
         -----------------------------

The Corporation may, upon giving notice as hereinafter  provided,  redeem at any
time all or any part of the Class A Special  shares  on  payment  (in cash or in
kind) for each Class A Special  Share to be  redeemed  of the  Redemption  Price
thereof.  Not less than seven days written  notice of such  redemption  shall be
given by mailing  such notice to the  registered  holders of the Class A Special
shares to be redeemed, specifying the date (in this paragraph referred to as the
"Redemption Date") and the place or places of redemption.  If notice of any such
redemption  is given by the  Corporation  in the manner  aforesaid and an amount
sufficient  to redeem such Class A Special  shares is  deposited  with any trust
company or chartered  bank in Canada,  as specified in the notice,  on or before
the Redemption Date, the Class A Special shares in respect of which such deposit
was made shall be deemed to be redeemed on the  Redemption  Date and the holders
thereof  shall  thereafter  have no rights  against the  Corporation  in respect
thereof  except,  upon  surrender of the  certificates  for such Class A Special
shares,  to  receive  payment  therefor  without  interest  out of the monies so
deposited.  Any  interest  allowed  on any  such  deposit  shall  belong  to the
Corporation.

The Corporation may, upon giving notice as hereinafter provided, redeem:

(i)      at any time after the expiration of the earlier of (A) three years from
         the date on which a Form SB-2 or similar filing has been filed with the
         SEC with  respect to the common  shares of VHS Network Inc. and the SEC
         has reach a position  of no further  comment,  and (B) five years after
         which such Exchangeable Shares were issued; or

(ii)     after there has been an offer to acquire  outstanding  voting or equity
         securities of a class of VHS made to any person or  corporation or to a
         security holder of VHS issuer where the securities subject to the offer
         to acquire,  together with the offeror's securities,  constitute 20 per
         cent or more of the outstanding  securities of that class of securities
         of VHS at the date of the offer to acquire;

all or any part of the Exchangeable  Shares on payment of one VHS Share for each
Exchangeable Share to be redeemed.

Notwithstanding  the  foregoing,  if and  whenever  at any time the  outstanding
Exchangeable Shares or the outstanding VHS Shares shall be subdivided, redivided
or changed  into a greater  or  consolidated  into a lesser  number of shares or
reclassified into different shares, the basis of satisfying such redemption then
in effect shall be appropriately  adjusted and any holder of Exchangeable Shares
who has not exercised the right of exchange  prior to the effective date of such
subdivision,  redivision,  change,  consolidation or  reclassification  shall be
entitled to receive and shall accept, upon the redemption, in lieu of the number
of VHS Shares to which the holder was theretofore entitled upon conversion,  the
aggregate  number of VHS Shares that such holder of  Exchangeable  Shares  would
have been  entitled  to  receive  as a result of such  subdivision,  redivision,
change,  consolidation  or  reclassification  if, on the effective date thereof,
such holder had been the registered  holder of the number of VHS Shares to which
such holder was  theretofore  entitled upon  exchange.  Not less than seven days
written notice of such  redemption  shall be given by mailing such notice to the
registered  holders of the  Exchangeable  Shares to be redeemed,  specifying the
date (in this paragraph  referred to as the "Redemption  Date") and the place or
places  of  redemption.  If  notice  of any  such  redemption  is  given  by the
Corporation  in the manner  aforesaid  and an amount  sufficient  to redeem such
Exchangeable  Shares is deposited  with any trust  company or chartered  bank in
Canada,  as  specified  in the notice,  on or before the  Redemption  Date,  the
Exchangeable Shares in respect of which such deposit was made shall be deemed to
be redeemed on the Redemption Date and the holders thereof shall thereafter have
no rights against the Corporation in respect  thereof except,  upon surrender of
the  certificates  for such  Exchangeable  Shares,  to receive payment  therefor
without  interest out of the monies so  deposited.  Any interest  allowed on any
such deposit shall belong to the Corporation.

                                       4
<PAGE>

(e)      Redemption by Shareholder
         -------------------------

A holder of Class A Special shares shall be entitled to require the  Corporation
to  redeem  at any  time  or  times  all or any of the  Class A  Special  shares
registered  in the  name of such  holder  on the  books  of the  Corporation  by
tendering to the  Corporation  at its registered  office a share  certificate or
certificates representing the Class A Special shares which the registered holder
desires  to  have  the  Corporation  redeem,  together  with a  written  request
specifying:

(i)      that the  registered  holder desires to have the Class A Special shares
         represented  by  such  certificate  or  certificates  redeemed  by  the
         Corporation; and

(ii)     the  business  day (in this  paragraph  referred to as the  "Redemption
         Date") on which the holder desires to have the Corporation  redeem such
         Class A Special shares.

The Redemption Date shall not be less than seven days after the day on which the
written  request  is  received  by the  Corporation.  Upon  receipt of the share
certificate or  certificates  representing  the Class A Special shares which the
registered  holder  desires to have the  Corporation  redeem  together with such
request,  the  Corporation  shall, on the Redemption  Date,  redeem such Class A
Special  shares  by  paying to the  registered  holder  an  amount  equal to the
aggregate  Redemption  Price of the Class A Special shares being redeemed.  Such
payment  shall  be  made  by  cheque  payable  at  par  at  any  branch  of  the
Corporation's  bankers for the time being in Canada.  The Class A Special shares
so requested to be redeemed  shall be redeemed on the  Redemption  Date and from
and after the  Redemption  Date such Class A Special  shares  shall  cease to be
entitled to dividends  and the holder  thereof shall not be entitled to exercise
any of the rights of holders of Class A Special shares in respect thereof unless
payment of the  Redemption  Price is not made on the  Redemption  Date, in which
event the  rights of the  holder of such  Class A Special  Shares  shall  remain
unaffected.

A holder of Exchangeable  Shares shall be entitled to require the Corporation to
redeem at any time or times all or any of the Exchangeable  Shares registered in
the name of such  holder on the books of the  Corporation  by  tendering  to the
Corporation  at its  registered  office  a  share  certificate  or  certificates
representing the Exchangeable Shares which the registered holder desires to have
the Corporation redeem, together with a written request specifying:

(i)      that the  registered  holder  desires to have the  Exchangeable  Shares
         represented  by  such  certificate  or  certificates  redeemed  by  the
         Corporation; and

(ii)     the  business  day (in this  paragraph  referred to as the  "Redemption
         Date") on which the holder desires to have the Corporation  redeem such
         Exchangeable Shares.

The Redemption Date shall not be less than seven days after the day on which the
written  request  is  received  by the  Corporation.  Upon  receipt of the share
certificate  or  certificates  representing  the  Exchangeable  Shares which the
registered  holder  desires to have the  Corporation  redeem  together with such
request, the Corporation shall, on the Redemption Date, redeem such Exchangeable
Shares by delivery to the registered holder one issued and outstanding VHS Share
for every Exchangeable Share redeemed.

Notwithstanding  the  foregoing,  if and  whenever  at any time the  outstanding
Exchangeable Shares or the outstanding VHS Shares shall be subdivided, redivided
or changed  into a greater  or  consolidated  into a lesser  number of shares or
reclassified into different shares, the basis of satisfying such redemption then
in effect shall be appropriately  adjusted and any holder of Exchangeable Shares
who has not exercised the right of exchange  prior to the effective date of such
subdivision,  redivision,  change,  consolidation or  reclassification  shall be
entitled to receive and shall accept, upon the redemption, in lieu of the number
of VHS Shares to which the holder was theretofore entitled upon conversion,  the
aggregate  number of VHS Shares that such holder of  Exchangeable  Shares  would
have been  entitled  to  receive  as a result of such  subdivision,  redivision,
change,  consolidation  or  reclassification  if, on the effective date thereof,
such holder had been the registered  holder of the number of VHS Shares to which
such holder was theretofore  entitled upon exchange.  Such payment of an amount,
if  applicable,  shall be made by  cheque  payable  at par at any  branch of the
Corporation's  bankers for the time being in Canada. The Exchangeable  Shares so
requested to be redeemed shall be redeemed on the  Redemption  Date and from and
after the Redemption Date such Exchangeable Shares shall cease to be entitled to
dividends  and the holder  thereof  shall not be entitled to exercise any of the
rights of holders of  Exchangeable  Shares in respect  thereof unless payment of
the  Redemption  Price is not made on the  Redemption  Date,  in which event the
rights of the holder of such Exchangeable Shares shall remain unaffected.

(f)      Voting
         ------

The  holders  of the Class A  Special  shares  and the  common  shares  shall be
entitled  to  receive  notice of and to attend and vote at all  meetings  of the

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<PAGE>

shareholders of the Corporation and each of the Class A Special shares or Common
Shares,  as the case may be, shall confer on the holder thereof the right to one
vote in person or by proxy at all meetings of shareholders of the Corporation.

The holders of the Exchangeable Shares shall, subject to certain conditions, not
be  entitled  to  receive  notice of or to attend or vote at any  meeting of the
shareholders  of the  Corporation  save  and  except  that  the  holders  of the
Exchangeable Shares shall always be entitled to notice of and to attend and vote
at any  meeting of  shareholders  called  for the  purpose  of  authorizing  the
dissolution  of the  Corporation  or  the  sale,  lease  or  exchange  of all or
substantially  all the  property of the  Corporation  other than in the ordinary
course of business of the Corporation.

(g)      Exchange
         --------

The  holders  of the  Exchangeable  Shares  shall  have the right at any time to
exchange Exchangeable Shares into VHS Shares at any time on the basis of one VHS
Share for each Exchangeable Share so exchanged.

The exchange may be exercised by notice in writing given to the  Corporation  at
its  registered   office,   accompanied  by  the   certificate  or  certificates
representing  the  Exchangeable  Shares in respect  of which the holder  thereof
desires to exercise the right of  exchange.  Such notice shall be signed by such
holder  or his  duly  authorized  attorney  and  shall  specify  the  number  of
Exchangeable Shares which the holder desires to have exchanged. If less than all
of  the  Exchangeable  Shares  represented  by  a  certificate  or  certificates
accompanying  such notice are to be  exchanged,  the holder shall be entitled to
receive, at the expense of the Corporation,  a new certificate  representing the
number of Exchangeable Shares comprised in the certificates so surrendered which
are not to be exchanged.

In the case of any Exchangeable  Shares which may be called for redemption,  the
right of exchange  thereof shall,  notwithstanding  anything  contained  herein,
cease and terminate at the close of business on the last business day before the
date fixed for redemption,  provided however, that if the Corporation shall fail
to redeem such  Exchangeable  Shares in accordance with the notice of redemption
the right of conversion shall thereupon be restored.

If  and  whenever  at  any  time  the  outstanding  Exchangeable  Shares  or the
outstanding VHS Shares shall be subdivided,  redivided or changed into a greater
or consolidated  into a lesser number of shares or  reclassified  into different
shares,  the basis of conversion then in effect shall be appropriately  adjusted
and any  holder  of  Exchangeable  Shares  who has not  exercised  the  right of
exchange prior to the effective date of such  subdivision,  redivision,  change,
consolidation or reclassification shall be entitled to receive and shall accept,
upon the exercise of such right at any time on the effective date or thereafter,
in lieu of the number of VHS Shares to which the holder was theretofore entitled
upon  conversion,  the  aggregate  number  of VHS  Shares  that  such  holder of
Exchangeable  Shares  would  have been  entitled  to receive as a result of such
subdivision,  redivision,  change,  consolidation or reclassification if, on the
effective date thereof, such holder had been the registered holder of the number
of VHS Shares to which such holder was theretofore entitled upon exchange.

(h)      Restriction on Dividends, Purchase or Redemption
         ------------------------------------------------

Notwithstanding  any other provision hereof,  the Corporation shall not, without
the prior  written  consent of all of the holders of the  Remaining  Shares,  as
defined  below,  pay any  dividend,  purchase,  redeem or  otherwise  acquire or
cancel, or return the stated capital in respect of any outstanding shares of the
Corporation  if the payment of such dividend or the completion of such purchase,
redemption,  acquisition or cancellation or return of stated capital would cause
the realizable value of the  Corporation's  assets to be less than the aggregate
of:

(i)      its liabilities;

(ii)     the stated capital of the Remaining Shares; and

                                       6
<PAGE>

(iii)    the amount,  if any,  by which the  aggregate  Redemption  Price of the
         Remaining  Shares  exceeds  the  stated  capital  attributable  to such
         Remaining Shares.

In this  paragraph  "Remaining  Shares" means the Class A Special shares and the
Exchangeable  Shares of the  Corporation  that would be issued  and  outstanding
immediately after the payment of the dividend or the completion of the purchase,
redemption,  acquisition,  cancellation  or return of capital giving rise to the
application of this subparagraph (g).

                                       7
<PAGE>

                                  SCHEDULE 3.1
                                SUPPORT AGREEMENT

THIS SUPPORT AGREEMENT is made as of the      day of April, 2000,
BETWEEN

         VHS NETWORK, INC.
         a corporation incorporated under the laws
         of the State of Florida
         (hereinafter referred to as the "Purchaser")
                                                              OF THE FIRST PART,
and

         CHINA EMALL CORPORATION.,
         a corporation incorporated under the laws
         of the Province of Ontario
         (hereinafter referred to as "China eMall")
                                                             OF THE SECOND PART.

         WHEREAS the  Purchaser  and China eMall have  entered into an agreement
(the "Amended and Restated Share Exchange  Agreement")  with the shareholders of
China eMall  Corporation  ("China  eMall")  whereby the certain  shareholders of
China  eMall,  before  giving  effect to the  Share  Exchange  Agreement,  shall
exchange all of their common shares of China eMall for  exchangeable  preference
shares (the  "Exchangeable  Shares") of China eMall that are  exchangeable  into
common shares of the Purchaser.

         AND  WHEREAS  After the Closing  Date as defined in the Share  Exchange
Agreement   China  eMall  will  be  a  wholly-owned   subsidiary  of  two  other
wholly-owned subsidiaries of the Purchaser.

         NOW THEREFORE THIS AGREEMENT  WITNESSES THAT, in  consideration  of the
mutual  covenants  hereinafter  contained  and  provided  for and other good and
valuable   consideration  (the  receipt  and  sufficiency  of  which  is  hereby
acknowledged by the Parties), the Parties agree as follows:

1.       China eMall will be funded by the Purchaser with  sufficient  resources
         (including, without limitation, issued and outstanding common shares in
         the  capital of the  Purchaser)  to permit  China  eMall to satisfy its
         dividend,  redemption  and retraction  obligations  with respect to the
         Exchangeable Shares in the capital of China eMall outstanding from time
         to time;

2.       the Purchaser may not, subdivide, re-divide or change into a greater or
         consolidated  into  a  lesser  number  of  shares  or  reclassify  into
         different  shares,  the common shares of the Purchaser without ensuring
         that the rights of the  holders  of the  Exchangeable  Shares  shall be
         appropriately  adjusted to ensure that the rights of the holders of the
         Exchangeable  Shares are not  diminished and that the fair market value
         of the Exchangeable Shares is not decreased directly or indirectly,  in
         any manner whatsoever.

         IN WITNESS WHEREOF this agreement has been executed by the Parties each
as of the day and year first before written.

         THIS AGREEMENT IS HEREBY EXECUTED on the date set forth above.

                                            VHS NETWORK, INC.
                                            Per: _______________________
                                                     A.S.O.

                                            CHINA EMALL CORPORATION
                                            Per:  ______________________
                                                     A.S.O.

                                       8
<PAGE>

                                SCHEDULE 4.1 (e)
                              LIST OF CHINA VENDORS

                                            Number of
Shareholder                                 Common Shares
-----------                                 -------------
Uphill Capital Inc.                         200,000
Gang Chai                                   199,572
Qin Lu Chai                                 199,571
Charles He                                  364,000
GDCT Investment Inc.                        200,000
Qing Wang                                   192,000
Tai Xue Shi                                 192,000
Forte Management Corp.                      200,000

TOTAL                                     1,747,143


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

                                SCHEDULE 4.2 (e)
                             LIST OF UPHILL VENDORS

Shareholder                                 Number of Common Shares
-----------                                 -----------------------
Gang Chai                                   50
Qin Lu Chai                                 50

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

                                SCHEDULE 4.3 (e)
                              LIST OF GDCT VENDORS

Shareholder                                 Number of Common Shares
-----------                                 -----------------------
Qing Wang                                   350,000
Tai Xue Shi                                 350,000



                                       9
<PAGE>

                                SCHEDULE 5.1 (m)
                        CHINA EMALL FINANCIAL STATEMENTS

Wasserman                                     North American Centre, Xerox Tower
Ramsay                 5650 Yonge Street, Suite 1303, North York, Canada M2M 4G3
----------                                Tel. (416) 226-4631 Fax (416) 226-9562
Chartered Accountants                           Internet Email:   kevram@ibm.net


AUDITORS' REPORT

To the Shareholders of
China Emall Corporation:

We have  audited the interim  balance  sheet of China  Emall  Corporation  as at
August 31, 1999,  and the interim  statements of loss and deficit and changes in
financial  position  from the period from  incorporation  (February  5, 1999) to
August 31,  1999.  These  financial  statements  are the  responsibility  of the
company's  management.  Our  responsibility  is to  express  an opinion on these
financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
These standards  require that we plan and perform an audit to obtain  reasonable
assurance whether the financial statements are free of material misstatement. An
audit includes examining,  on a test basis,  evidence supporting the amounts and
disclosures in the financial  statements.  An audit also includes  assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation.

In our opinion,  these  interim  financial  statements  present  fairly,  in all
material  respects,  the financial position of the company as at August 31, 1999
and the results of its operations and the changes in its financial  position for
the period from incorporation (February 5,1999) to August 31, 1999 in accordance
with generally accepted accounting principles.

Toronto, Ontario
September 28, 1999

                                                           "Wasserman Ramsay"
                                                           Chartered Accountants


                                       10
<PAGE>


CHINA EMALL CORPORATION

  (Incorporated under the provisions of the Ontario Business Corporations Act)

                     INTERIM BALANCE SHEET- AUGUST 31, 1999

                                                                   1999
                                                               --------
                                     ASSETS

Long term:
                  Computer equipment                           $ 10,158
          Deferred web site development costs                    23,542
                                                               --------

                                                               $ 33,700

                                   LIABILITIES

Current:
    Advance from shareholders (Note 4)                         $  4,012
    Accounts payable                                              1,749
                                                               --------
                                                                  5,761

                              SHAREHOLDERS' EQUITY

Capital stock:
Authorized:
Unlimited common shares
Unlimited preference share issuable in series
Issued
1,300,000 common shares (Note 3)                                 30,600
Deficit                                                          (2,661)
                                                               --------
                                                                 27,939
                                                               --------

                                                               $ 33,700
                                                               ========

Approved on behalf of the Board:


                                                Gang Chai, Director

   The accompanying notes form an integral part of these financial statements

                                       F-1


<PAGE>



                             CHINA EMALL CORPORATION

                      INTERIM STATEMENT OF LOSS AND DEFICIT

             FOR THE PERIOD FROM INCORPORATION (FEBRUARY 5, 1999) TO
                              AUGUST 31, 1999 1999

Expenses:
   Legal and audit expense                                        2,661
                                                                  -----

   Net loss for the period and deficit end of period           (2,661)
                                                               --------


               INTERIM STATEMENT OF CHANGES IN FINANCIAL POSITION

             FOR THE PERIOD FROM INCORPORATION (FEBRUARY 5, 1999) TO
                                AUGUST 31, 1999

                                                                   1999
                                                               --------
Cash was provided by (used in) the following activities:

Operations:
   Net loss for the period                                     $ (2,661)
   Add: Item not involving an outlay of cash
   Net change in non-cash working capital items                   1,749
                                                               --------
                                                                   (912)

Financing:
   Issuance of common shares (Note 3)                            30,600
   Advances from shareholders                                     4,012
                                                               --------
                                                                 34,612

Investing:
   Deferred wed site development costs                          (23,542)
   Acquisition of computer equipment                            (10,158)
                                                                (33,700)

   Net change in cash and cash end of period                   $ -
                                                               ========




   The accompanying notes form an integral part of these financial statements.

                                       F-2

<PAGE>

                             CHINA EMALL CORPORATION

NOTES TO INTERIM FINANCIAL STATEMENTS

AUGUST 31, 1999

1.   Incorporation and nature of operations:

The corporation was incorporated under the Ontario Business  Corporations Act on
February 5, 1999

The Company is in the process of  developing  a web site to sell  products  from
China on a wholesale  basis via the internet.  As of August 31, 1999 the Company
was in the development  stage, that is, it was still developing its web site and
had not began  planned  principal  operations.  No revenue has been  received to
date.  All costs  incurred to date relating to  development of the web site have
been  deferred  and will be  amortized  by charges to income  over a period of 3
years once planned principal operations have commenced.

At the  present  time it is  unknown  whether  a  market  will  develop  for the
Company's services.  In addition,  the Company is dependent upon raising further
funds, either through advances from shareholders or private placements, in order
to complete development of its web site and generate cash inflows.

2.   Summary of significant accounting policies:

     a)  Deferred web site development costs:

         Web site development costs incurred to date have been deferred and will
         be  amortized by charges  against  income over a period of 3 years once
         planned principal operations have commenced.

     b)  Computer equipment:

         Computer  equipment is recorded at cost.  Depreciation will be provided
         for at the rate of 30% on a  declining  balance  basis once the Company
         commences planned principal operations.

     c)  Use of estimates

         The  preparation of financial  statements in conformity  with generally
         accepted  accounting  principles  requires management to make estimates
         and  assumptions   that  affect  the  reported  amount  of  assets  and
         liabilities and disclosure of contingent  assets and liabilities at the
         date of the financial  statements  and the reported  amount of revenues
         and expenses  during the period.  Actual  results may differ from those
         estimates.

d)       Financial instruments:

         The  Company's  financial  instruments  recognized in the balance sheet
         consists   accounts   payable.   The  fair  value  of  these  financial
         instruments  approximate their carrying value due to the short maturity
         or current market rate associated with this instrument.

                                       F-3

<PAGE>

                             CHINA EMALL CORPORATION

NOTES TO INTERIM FINANCIAL STATEMENTS AUGUST 31, 1999

3.   Capital stock:

     The company has issued common shares as follows:

                                                          #  shares   $  value

     To directors and officers - for cash                   400,000   $ 30,000
     To directors and officers - for services provided      900,000        600
                                                          ---------   --------
     Balance August 31, 1999                              1,300,000   $ 30,600
                                                          =========   ========



The Company is also authorized to issue an unlimited number of preference shares
in one or more series.  The directors are authorized to fix the number of shares
and their designation,  rights, privileges and conditions attached to the shares
of each series. As of August 31, 1999 no preference shares have been issued.

4.   Advances from shareholders:

The advances from  shareholders are non-interest  bearing,  unsecured and due on
demand.

5.   Uncertainty due to Year 2000 Issue:

The year 2000 Issue  arises  because  many  computerized  systems use two digits
rather than four to identify a year.  Date-sensitive  systems may  recognize the
year 2000 as 1900 or some other date,  resulting in errors when  information  is
processed.  In addition,  similar  problems may arise in some systems  which use
certain dates in 1999 to represent  something  other than a date. The effects of
the Year 2000 Issue may be  experienced  before,  on, or after  January 1, 2000,
and, if not  addressed,  the impact on operations  and  financial  reporting may
range from minor errors to  significant  systems  failure  which could affect an
entity's ability to conduct normal business operations. It is not possible to be
certain that all aspects of the Year 2000 Issue affecting the entity,  including
those related to the efforts of customers,  suppliers,  or other third  parties,
will be fully resolved.

6. Subsequent event:

On October 1, 1999 a further  90,000 common shares were issued for $9,000 in the
aggregate.

                                       F-4

<PAGE>

                                SCHEDULE 5.1 (p)

                         CHINA EMALL BUSINESS AGREEMENTS

1.       Agreement between China eMall and Wangfujing Department Store Ltd.

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

                                SCHEDULE 5.2 (m)

                           UPHILL FINANCIAL STATEMENTS

None

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

                                SCHEDULE 5.2 (p)

                           UPHILL BUSINESS AGREEMENTS

None

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

                                SCHEDULE 5.3 (m)

                            GDCT FINANCIAL STATEMENTS

N/a

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

                                SCHEDULE 5.3 (p)

                            GDCT BUSINESS AGREEMENTS

None.

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

                                SCHEDULE 6.1 (k)

                             PURCHASER'S LITIGATION

1.       In December,  1999 the Purchaser entered into a stipulated  judgment in
         the amount of $37,000 related to an action  commenced by David Johnston
         alleging  liability  on a promissory  note.  The  Purchaser  intends to
         settle  this  action for a total  amount  less than  $37,000  which may
         include the issuance of 10,000 common shares and the payment of cash.

                                       11
<PAGE>

                                SCHEDULE 6.1 (m)

                         PURCHASER'S BUSINESS AGREEMENTS

1.       Management Services Agreement with Groupmark Canada Limited
2.       Trade-mark License Agreement with Groupmark Canada Limited
3.       Public Relation Agreement with Stephen Rossi Consulting
4.       Webranger License Agreement

                                SCHEDULE 6.1 (n)

                        PURCHASER'S FINANCIAL STATEMENTS

1.       Unaudited  balance  sheet as at  September  30, 1999 and  statement  of
         operations for the 9 months ended September 30,m 1999.

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

                                SCHEDULE 6.1 (p)

                    PURCHASER'S ISSUED AND OUTSTANDING SHARES

Issued and Outstanding:                     15,520,268
Directors Options:                           2,000,000
Shares for salary                              555,000
Warrants                                     1,225,000
Subscriptions for cash                         550,000
Other                                           50,000
China eMall Shareholders                     6,115,000
                                    -------------------

Fully Diluted                               26,015,268

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

                                SCHEDULE 6.1 (u)

                                 PURCHASER'S TAX

1.       The  Purchaser is aware of an  investigation  by the  Internal  Revenue
         Service  relating to a  corporation  that  merged  with the  Purchaser.
         Internal  Revenue  Service  personnel  have  verbally  responded to the
         Purchaser's  inquiries and stated that the  investigation is focused on
         the  director  of the  corporation  that  merged  with  the  Purchaser.
         However,  the Purchaser recognizes that the investigation may represent
         a liability to the Purchaser.