SCHEDULE "K"

                                    COVENANT

Networks North Inc. ("NETN") for valuable consideration covenants to allot and
issue and pay to the Receiver or as the Receiver may direct in writing 100,000
common shares of NETN in accordance with the Purchase Agreement dated September
10, 1999 between 1373224 Ontario Limited and the Receiver (as therein defined).
Such shares will be (i) validly issued pursuant to duly authorized resolutions
of the board of directors of NETN as fully paid and non-assessable shares in the
capital of NETN free of any lien, charge, encumbrance, security interest or
adverse claim; (ii) listed on NASDAQ ("NASDAQ"); and (iii) restricted securities
within the meaning of Rule 144 promulgated under the Securities Act and may not
be sold pursuant to Rule 144 for at least 12 months and thereafter may be sold
only pursuant to Rule 144 or pursuant to a registration statement filed under
the Securities Act or other applicable exemption under the Securities Act;
provided however that NETN agrees that from the date hereof the Holder shall
have unlimited tag along rights in connection with all registration statements
filed by NETN from time to time including the pro rata right to participate with
other selling shareholders based upon the number of shares offered for sale by
each holder, with customary indemnity and contribution provisions from NETN in
favour of any underwriters and such selling shareholder and with all customary
expenses of such registration to be borne by NETN, and the expense for
underwriting discounts or commissions to be borne by such selling shareholder.
In addition, NETN covenants to file, as and when applicable, on a timely basis,
all reports required to be filed by it under the Exchange Act, and if at any
time NETN is no longer required to file such reports, at the request of the
Vendor, NETN shall make publicly available the information specified in
subparagraph (c)(2) of Rule 144 of the Securities Act, and take such further
action as may be reasonably required from time to time, to enable the Vendor to
transfer the Registrable Securities without registration under the Securities
Act within the limitation of the exemption provided by Rule 144 or any similar
rule or regulation adopted by the SEC.

DATED AT Toronto this       day of September, 1999.

                                               NETWORKS NORTH INC.


                                               By:__________________________
                                               Title: