VHS Network, Inc.
1599 Hurontario Street

                                                                  April 15, 1999

Re: Management Agreement

Dear Sirs:

This letter will  constitute  our  agreement of VHS Network,  whereby  Groupmark
Canada  Ltd.,  will  supply  executive,  clerical  and  administrative  staff as
required to perform the day to day  business of VHS.  Groupmark  will  contract,
where required,  with third parties for technical  development and consulting in
regard to "Set Top Box: and "Smart Card" applications.

Groupmark will respond to requests for quotations, answer e-mails etc. Groupmark
will also supply the necessary telephones,  office equipment,  reception and all
other physical requirements to carry the business of VHS.

The charge for these  services will vary  depending on demand,  however will not
exceed  $56,000  per month in U.S.  funds  including  travel  and other  related
expenses.

Groupmark  agrees to accrue its billing for services until VHS may reasonably be
able to pay for same and in the  alternative,  Groupmark can exercise the option
to accept  payment by way of VHS stock in lieu  therefore.  This  agreement will
renew each year unless  cancelled  by either  party in  writing,  giving 30 days
notice.

Yours truly,


By: /s/ Elwin Cathcart
----------------------
Elwin Cathcart
CEO Groupmark Canada Ltd.


Accepted by VHS Network Inc.

Per_______________________


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                       Stephen Rossi Consulting Agreement

AGREEMENT made as of the 20th day of December,  1999 by and between VHS Networks
Inc. maintaining its principle offices at 228 Matheson Blvd., East, Mississauga,
ON.,  Canada  L4Z1X1  (hereinafter  referred to as "Client")  and Stephen  Rossi
located at 1405 Larkspur Street,  Malvern, PA  19355(hereinafter  referred to as
the "Company").

                                   Witnesseth:

WHEREAS,  Company is engaged in the business of providing and  rendering  public
relations and communication services and has knowledge,  expertise and personnel
to render the requisite services to Client; and

WHEREAS,  Client is desirous of  retaining  Company for the purpose of obtaining
public  relations and corporate  communications  services so as to better,  more
fully and mor effectively  deal and communicate  with its  shareholders  and the
investment banking community.

NOW, THEREFORE, in consideration of the premises and of the mutual covenants and
agreements contained herein, it is agreed as follows:

         1.  Engagement of Company.

Client  herewith  engages  Company and Company agrees to render to Client public
relations, communications, advisory and consulting services.

         A. The consulting services to be provided by the Company shall include,
but are not limited to, the  development,  implementation  and maintenance of an
ongoing  program to increase the  investment  community's  awareness of Client's
activities  and to  stimulate  the  investment  community's  interest in Client.
Client  acknowledges  that  Company's  ability to relate  information  regarding
Client's activities is directly related to the information provided by Client to
the Company.

Client will pay the Company,  as compensation  for the services  provided for in
this agreement 150,00 shares of Client's free trading (no  restrictions)  common
stock prior to start of contract.

         3.  Term

This Agreement  shall be for a period of one year commencing at time of delivery
of free trading common stock.

         4.  Treatment of Confidential Information

Company  shall not  disclose,  without the consent of Client,  any financial and
business  information  concerning the business,  affairs,  plans and programs of



<PAGE>



Client which are  delivered by Client to Company in  connection  with  Company's
services hereunder,  provided such information is plainly and prominently marked
in writing by Client as being confidential.

         5.  Representation by Company of other clients

Client   acknowledges  and  consents  to  Company  rendering  public  relations,
consulting  and/or  communications  services  to other  clients  of the  Company
engaged in the same or similar business as that of client.

         6.  Indemnification by Client as to Information Provided to Company

Client  acknowledges  that Company,  in the  performance of its duties,  will be
required to rely upon the accuracy and  completeness of information  supplied to
it by Clients officers,  directors,  agents and/or  employees.  Client agrees to
indemnify,  hold  harmless  and defend  Company,  its  officers,  agents  and/or
employees  from any  proceeding  or suit  which  arises  out of or is due to the
inaccuracy or incompleteness of any material  information  supplied by Client to
Company.

         7.  Non-Assignment

This Agreement shall not be assigned by either party without the written consent
of the other party.

         8.  Notices

Any  notice  to be  given  by  either  party  to the  other  hereunder  shall be
sufficient  if in writing  and sent by  registered  or  certified  mail,  return
receipt requested, addressed to such party at the address specified on the first
page of the  Agreement  or such other  address as either party may have given to
the other in writing.

         9.  Entire Agreement

The within agreement contains the entire agreement and understanding between the
parties  and  supersedes  all prior  negotiations,  agreements  and  discussions
concerning the subject matter hereof.

         10.  Modification and Waiver

This  Agreement may not be altered or modified  except by writing signed by each
of the respective parties hereof. No breach or violation of this Agreement shall
be waived except in writing executed by the party granting such waiver.

IN WITNESS  WHEREOF,  the parties have executed this Agreement as of the day and
year written above.


<PAGE>

By: /s/ Stephen Rossi
---------------------
        Stephen Rossi


VHS Networks

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


<PAGE>


                                  Schedule 6.10

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.