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
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Elwin Cathcart
CEO Groupmark Canada Ltd.
Accepted by VHS Network Inc.
Per_______________________
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
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.
By: /s/ Stephen Rossi
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Stephen Rossi
VHS Networks
By: /s/ Elwin Cathcart
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Elwin Cathcart, CEO
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.