CONSULTING SERVICES AGREEMENT

THIS AGREEMENT made as of the 12th day of April, 2000.

B E T W E E N:

                               VHS NETWORK, INC.,
                      a company incorporated under the laws

                             of the State of Florida

                       (hereinafter called the "Company")

                                     - and -

                      G.C. CONSULTING AND INVESTMENT CORP.,
            a corporation incorporated under the laws of the Provinc
                                       of

                                    Ontario,

                      (hereinafter called the "Consultant")

                                     - and -

                                   GANG CHAI,
                               of Toronto, Ontario

                      (hereinafter called the "Executive")


                  WHEREAS the Company wishes to confirm that it has retained the
services of the  Consultant  effective  March 1, 2000,  and the  Consultant  has
agreed to accept such assignment,  upon the terms and conditions hereinafter set
forth;

                  AND  WHEREAS  the  Consultant  has agreed  with the Company to
appoint,  exclusively,  the  Executive  as the  Consultant's  representative  to
perform the Consultant's obligations hereinafter set out;

                  NOW THEREFORE THIS AGREEMENT  WITNESSETH that in consideration
of the premises and the mutual  promises and  agreements  herein  contained (the
receipt  and  sufficiency  of  which  are  hereby  acknowledged  by  each of the
parties), the parties hereto covenant and agree as follows:

                                   SECTION 1 e
                                  Engagement e
                                  ------------

1.1      Engagement

         The  Company  hereby   engages  the   Consultant  as  a   self-employed
independent  contractor  to  provide  the  services  of the  Executive,  and the
Consultant  hereby  agrees to accept  such  assignment,  upon and subject to the
terms and conditions hereinafter set forth.

1.2      Duties of the Consultant and the Executive


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<PAGE>

(a) The Consultant and the Executive agree to diligently  perform such services,
duties and  responsibilities as may from time to time be mutually agreed to with
the Company, with a standard of care, diligence and quality that is commensurate
with industry  practice in Canada and the United States.  Neither the Consultant
nor the Executive shall be under the direct  control,  management or supervision
of the Company in the  performance  of such services,  but the  Consultant  will
accept  direction from the Company's Chief Executive  Officer in the performance
of the Consultant's  duties and shall submit  reasonable  written reports to the
Company concerning the performance of such services,  as the Company may request
from time to time.

(b) The  Consultant  and the  Executive  agree that any failure to discharge the
duties and responsibilities assigned to the Executive in accordance with Section
1.2(a)  herein,  if not remedied after  reasonable  notice,  constitutes  both a
breach of this Agreement and cause for  termination  of this  Agreement  without
notice or compensation in lieu of notice.

(c) While  engaged on any  matter,  the  Consultant  shall  cause the  Executive
(except  in the  case of  illness  or  accident)  to  devote  such of his  time,
attention  and energy as is necessary  to such  matter.  In order to perform the
duties  and  responsibilities   hereunder,  the  Executive  will  be  reasonably
available  at such times and  locations  as the  Consultant  and the Company may
reasonably  and  mutually  agree.  Without  limitation,   the  Company  and  the
Consultant  may  mutually  agree that some of the services to be provided by the
Executive hereunder may be carried out at his home or personal office.

(d) The parties  acknowledge  and agree that the Executive is the sole holder of
common  shares of the  Consultant  and a director  of the  Company  and that the
Executive  shall be  performing  the duties and  responsibilities  provided  for
hereunder  as  the  representative  of  the  Consultant.   The  parties  further
acknowledge  and agree that the services  herein  covered are in addition to the
normal  services  and advice  that would be  provided  by the  Executive  in his
capacity as a director of the Company.

(e)      Each of the Consultant and the Executive shall, in performance of their
         respective  obligations  pursuant  to this  Agreement,  comply with all
         applicable  laws,  rules,  regulations and bylaws of Canada and of each
         province and municipal  subdivision  thereof in which the Consultant or
         the Executive is providing services to the Company.  The Consultant and
         the Executive shall be responsible for obtaining all necessary  permits
         and licenses and complying with all applicable codes and regulations in
         connection  with such  permits and  licences.  The  Consultant  and the
         Executive shall take reasonable  safety and health  precautions  during
         the   provision  of  the  services   hereunder.   Notwithstanding   the
         independence  of the  Consultant  and the Executive in performing  such
         services,  the  Consultant  and  the  Executive,   in  performing  such
         services,  agree to comply with the  policies,  standards,  procedures,
         conventions, techniques, rules and regulations of the Company which are
         from time to time in force,  and which are brought to the  attention of
         the Consultant or the Executive or those of which the Consultant or the
         Executive should reasonably be aware,  including,  without  limitation,
         workplace safety policies, human rights policies and legal requirements


                                        2

<PAGE>

       concerning all aspects of the dealings of the Consultant or the Executive
       with the Company or the Company's employees.

1.3      Engaging in Other Activities

         The Company and the Consultant  acknowledge that the performance of the
duties of the Consultant  hereunder is on a  non-exclusive  basis and that it is
free to perform other consulting activities,  provided that same do not conflict
with the  obligations of the Consultant to the Company and that such  activities
are not for or on behalf of a competitor of the Company.  The Consultant and the
Executive  acknowledge  and agree that any  violation of this  Section  shall be
cause for  termination of this Agreement  without notice or compensation in lieu
of notice.

1.4      Corporate Information

         The Company agrees to cooperate with the Consultant and to provide such
information,  financial  records and documents as may facilitate the performance
of the services hereunder.

                                    SECTION 2
                            Remuneration and Expenses
                            -------------------------

2.1      Consulting Fee

         The  Company  agrees to pay to the  Consultant  during the term of this
Agreement for the services  provided  hereunder a monthly fee (the "Fee") of CDN
$7,833.34,  plus applicable  goods and services tax, payable on the first day of
each month for the term of this Agreement.  Provided,  however, that the Company
shall  not be  obligated  to  make  payment  to the  Consultant  so  long as the
Consultant has, in the reasonable opinion of the Company, failed to rectify in a
manner  satisfactory  to the Company any adverse  departure from any performance
schedule applicable to any of the services or any breach of this Agreement.

2.2      Expenses

         The  Company  shall  compensate  the  Consultant  for  all  reasonable,
documented  out-of-pocket  expenses  incurred  in  performance  of the  services
hereunder  including,  but  not  limited  to,  travel  expenses,  long  distance
telephone  calls,  computer  time and supplies.  Such  expenses  incurred by the
Consultant  shall be reimbursed  the Company  against  submission of appropriate
vouchers or invoices in  accordance  with such  reasonable  guidelines as may be
established  by the board of directors of the Company from time to time provided
that any expense over $250.00 must be pre-approved in writing by the Company. In
addition  the  Consultant  shall  receive  CDN $600  per  month  for  automobile
expenses.

                                        3

<PAGE>

                                    SECTION 3
                               Term of Engagement
                               ------------------

3.1      Term

         The term of this  Agreement  shall  commence  with effect from March 1,
2000 for a term of one year and shall be renewed for  successive  one year terms
thereafter   unless  terminated  in  accordance  with  the  provisions  of  this
Agreement.

                                    SECTION 4
                                   Termination
                                   -----------

4.1      Termination

(a)      This Agreement shall  terminate upon the  Executive's  death and may be
         terminated immediately at the option of the Company upon written notice
         to the  Consultant  in the event that the  Executive is unable to carry
         out the services herein for a period of 150  consecutive  business days
         or more or for periods  aggregating  180 business days in any period of
         365 days.

(b)      Notwithstanding  anything  in this  Agreement,  the  Company may at its
         option  terminate this Agreement on thirty (30) days' written notice to
         the   Consultant   if  the   Executive   ceases  to  be  the  exclusive
         representative of the Consultant under this Agreement.

(c)      In the  event  that  the  Executive  ceases  to  provide  the  services
         described  herein on behalf of the  Consultant,  the Company may at its
         sole  option  permit  the  Consultant  to name a  successor  Executive,
         subject to the  consent of the  Company,  who shall be subject  to, and
         shall execute a copy of this  Agreement,  and shall continue to perform
         the services required of the Consultant hereunder.

(d)      Except as otherwise  provided in this  Agreement,  neither the Company,
         the  Consultant  nor the Executive  shall be entitled to terminate this
         Agreement during the initial one (1) year term however,  thereafter the
         Company,  the  Consultant or the Executive may terminate this Agreement
         by  providing  written  notice to the other  parties at least three (3)
         months'  prior to the  commencement  of a  successive  one  year  term.
         Notwithstanding  this Section, the Company may terminate this Agreement
         upon  prepaying  to the  Consultant  the Fee in  lieu  of  such  notice
         contemplated in this Section.

(e)      The  Company  may  terminate  this  Agreement  for cause,  at any time,
         without notice or compensation in lieu of notice.  It is understood and
         agreed that cause includes,  without limitation, any material breach of
         the provisions of this Agreement by the Consultant or the Executive, or
         any conduct of the Consultant or the Executive  which in the opinion of
         the Company,  acting reasonably,  tends to bring himself, itself or the
         Company into disrepute.

(f)      The parties confirm that the provisions contained in this Section 4 are
         valid and  reasonable  and are fair and  equitable and that the parties
         agree that upon termination of this Agreement, in  compliance with  the

                                        4

<PAGE>

         provisions of this Agreement,  neither the Consultant nor the Executive
         shall have any  action,  cause of action,  claim or demand  against the
         Company or any other person as a consequence of such termination.

                                    SECTION 5
                       Confidentiality and Non-Competition
                       -----------------------------------


5.1 Confidentiality

(a)      The Executive  agrees that all information  concerning the business and
         affairs of the Company or its subsidiaries,  affiliated corporations or
         associates,  which he may have  learned  while  providing  the services
         hereunder ("Confidential Information"),  is the property of the Company
         and  shall  remain  so and  that  the  disclosure  of any  Confidential
         Information  would be highly  detrimental  to the best interests of the
         Company  and  could  severely  damage  the  economic  interests  of the
         Company. Except as otherwise herein provided, the Executive agrees that
         during the term of this Agreement,  and thereafter,  the Executive will
         hold in  strictest  confidence,  will  take all  necessary  precautions
         against unauthorized disclosure of, and will not use or disclose to any
         person,  firm or  company,  without  the  written  authorization  of an
         officer of the Company, any of the Confidential Information,  except as
         such use or disclosure  may be required in connection  with the work of
         the Executive  for the Company.  The  Executive  understands  that this
         Agreement applies to computerized as well as written information.

(b)      Upon or after the termination of this Agreement,  the Executive  agrees
         that he will not take with him any Confidential  Information that is in
         written, computerized,  machine-readable,  model, sample, or other form
         capable of physical  delivery,  without the prior written consent of an
         officer  of the  Company.  The  Executive  also  agrees  that  upon the
         termination of this Agreement, the Executive shall deliver promptly and
         return to the Company all such materials, along with all other property
         of the Company, in his possession, custody or control and the Executive
         shall make no further use of same.  Should any such items be discovered
         by the Executive after the termination of this Agreement, the Executive
         agrees to return them promptly to the Company without  retaining copies
         of any kind.

5.2 Non-Competition

         The Consultant and the Executive agree that during the currency of this
         Agreement,  neither the Consultant nor the Executive shall, without the
         express written consent of the Company, directly or indirectly,  either
         individually or in a partnership, or jointly or in conjunction with any
         person,  be engaged by, consult with or advise,  manage,  own shares in
         the capital of, lend money to or guarantee the debts or obligations of,
         or permit his name or any part  thereof,  to be used or employed by any
         other  business  entity  or  person   competitive  with  the  Company's
         business.

                                        5

<PAGE>


                                    SECTION 6
                                  Miscellaneous
                                  -------------

6.1 Agency

         Nothing  herein  contained  shall  constitute  the  Corporatio  or  the
         Consultant  the agent of the other.  The  relationship  herein  created
         shall be that of independent contractors acting at arm's length.

(a)      Any notice  required or permitted  to be given to the Company  shall be
         sufficiently  given if mailed by  registered  mail or sent by facsimile
         transmission  to the Company's Head Office at its address last known to
         the Consultant.

(b)      Any notice required or permitted to be given to the Consultant shall be
         sufficiently  given if  delivered  to the  Executive  personally  or if
         mailed by registered mail to the Executive's  address last known to the
         Company.

6.3 Severability

         If any provision of this  Agreement or its  application to any party or
         circumstance   is  restricted,   prohibited  or   unenforceable,   such
         provisions shall, as to such  jurisdiction,  be ineffective only to the
         extent of any such restriction, prohibition or unenforceability without
         invalidating the remaining  provisions hereof and without affecting the
         validity or  enforceability  of such  provision or application to other
         parties or circumstances.

6.4 Counterparts

         This  Agreement  may be  executed  in any  number  of  counterparts  by
         original  or  facsimile  signature,  each of which  when  executed  and
         delivered  shall be an original but such  counterparts  together  shall
         constitute one and the same instrument.

6.5 Governing Laws

         This  Agreement  shall be governed by and construed in accordance  with
         the laws of the  Province of Ontario and the laws of Canada  applicable
         therein.

6.6 Assignment and Successors

         The rights which accrue to the parties  under this  Agreement  shall be
         binding  upon  and  enure  to  the  benefit  of the  heirs,  executors,
         administrators,  successors and permitted assigns of the parties hereto
         as the case may be.

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<PAGE>

6.7 Independent Legal Advice

         The  parties  hereby  acknowledge  that this  provision  shall serve as
         notice to each party of being  advised to arrange for such  independent
         legal advice with respect to this Agreement, each of the matters herein
         and the  implications  thereof,  as each party may  independently  deem
         necessary,  and that each party has either  obtained  such  independent
         legal  advice or  hereby  waives  the right  thereto  by  signing  this
         Agreement.

6.8 Time of the Essence

Time     shall be the essence of this Agreement and every part thereof.

6.9 Entire Agreement

         This  Agreement,  including the recitals set out above which shall form
         an integral part of this Agreement,  constitutes  the entire  agreement
         between the parties hereto  pertaining to the subject matter hereof and
         supersedes all prior and  contemporaneous  agreements,  understandings,
         negotiations and discussions,  whether oral or written,  of the parties
         hereto in connection  with the subject  matter  hereof.  No supplement,
         modification, waiver or termination of this Agreement shall be binding,
         unless executed in writing by the parties to be bound thereby.

IN       WITNESS  WHEREOF the parties  hereto have executed this Agreement as of
         the date first above written.

SIGNED, SEALED AND DELIVERED  )
in the presence of            ) VHS NETWORK, INC.
                              )
                              )
                              ) Per: )
                                       -----------------------------------------
                                A.S.O.
                              )
                              ) G.C. CONSULTING AND
                              ) INVESTMENT CORP.
                              )
                              ) Per:
                                    --------------------------------------------
                              ) A.S.O.
                              )
                              )
----------------------        )     --------------------------------------------
Witness                             GANG CHAI



                                        7