Exhibit 10.13  Contract with Catalyst Financial Corporation

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Exhibit 10.13  Contract with Catalyst Financial Corporation

15

Catalyst Financial Corp.
16 East 52nd Street
Suite 501
New York, New York 10022



Ladies and Gentlemen:


         In accordance with recent discussions,  Stratcomm Media Ltd., a British
Columbia  corporation  (the  "Company"),  hereby  confirms  its  agreement  with
Catalyst Financial Corp. (the "Placement Agent") as follows:

         1.  Description of Transaction.  The Company proposes to issue and sell
through the Placement Agent, in a transaction exempt from registration under the
Securities Act of 1933, as amended (the  "Securities  Act"), to a limited number
of investors  resident in, or whose  principal  place of business is located in,
the United States, which meet certain criteria for "Accredited  Investor" status
as defined in Rule 501 of  Regulation  D under the  Securities  Act,  and to the
maximum number of investors who do not meet such "Accredited Investor" criteria,
a minimum of 20 and a maximum of 50 units (the "Units"), each Unit consisting of
$50,000  of  principal  amount of the  Company's  12%  Convertible  Subordinated
Debentures (the "Debentures").  The full terms of the offering of the Debentures
by the Company shall be more fully described in the private placement memorandum
which  will  be   distributed   to  potential   investors  in  the  shares  (the
"Memorandum").

         2. Description of the Debentures.  The relative rights, preferences and
limitations of the Debentures shall be, as follows:


Purchasing Price                    100% of face value.

Closing                             Payment  of funds  into  escrow;  release of
                                    funds  to  the  Company  upon   delivery  of
                                    securities.

Term                                3 years from the date of issuance.

Interest                            12% per annum, payable quarterly on March 1,
                                    June  1,  September  1  and  December  1  in
                                    arrears,  commencing  on  September 1, 1999.
                                    This  interest  rate will only be guaranteed
                                    for Debentures issued in the first tranche.

Redemption                          Rights  The  Debentures  cannot be  redeemed
                                    during 12 months  following  the issue date.
                                    Between'12  months  and 18  months  from the
                                    issue  date,  the  Company  may  redeem  the
                                    Debentures at its sole  discretion from time
                                    to time and in whole or in part, at a

<PAGE>

Interest Reserve
Conversion Rights

Registration Rights
Ranking
Security

redemption price of 100% of the principal amount thereof,  together with accrued
and unpaid  interest  to the date of  redemption,  plus a 5% premium to the face
value.  The Premium will be paid in Company's  Common Stock with no registration
rights.  If the  Debentures are redeemed in part,  redemption  will be done on a
pro-rata basis.

The Company is required to maintain a fund sufficient to pay six months interest
on the Debentures.

The holders will have the right to convert the  debenture  into the common stock
of the company  after 12 months from the issue  date.  Conversion  price will be
$1.00 per share. After the 12 months from the issue date, should the share price
of the  Company be equal to or greater  than $1.50 per share for 20  consecutive
trading  days,  the  Company  shall  have the right to force  conversion  of all
outstanding  Debentures at the average of the share price during the said 20 day
trading period.

The Company  agrees to register with  Securities  and Exchange  Commission  (the
"SEC"), the shares underlying the Debentures within 12 months of the Closing.

The  Debentures  will be  expressly  subordinated  to,  and  subject in right of
payment to, the prior payment of the principal of, premium, if any, and interest
on Senior indebtedness (as defined).

Secured by a second priority security interest in all assets of the Company.

                                                             AsofMay2o, 1999

3. Terms of the Offering. The Units will be offered on a "best efforts, 20 Units
or none" basis,  and  thereafter on a "best efforts" basis until a maximum of 50
Units have been sold by the Placement  Agent at a purchase  price of $50,000 per
Unit.  The  Company,  in its  sole  discretion,  may  accept  subscriptions  for
fractional  Units. All proceeds received by the Company from subscribers for the
Units offered (the  "Subscribers")  will be held in escrow by Continental  Stock
Transfer & Trust  Company  (the  "Escrow  Agent") and will be  deposited  by the
Escrow Agent in a non-interest bearing escrow account (the "Escrow Account"). If
at least 20 Units are  subscribed  on or  before  July 31,  1999  (the  "Initial
Expiration  Date"),  which date may be extended  by tife  mutual  consent of the
Company and the Placement Agent for an additional 30 days (the "Extended Initial
Expiration  Date"),  a closing (the "Initial  Closing")  will be held as soon as
practicable  after the subscription  documents for such Units have been accepted
by the Company and the Placement  Agent and the funds held in the Escrow Account
will be paid to the  Company  on the  date of such  Initial  Closing  (less  the
Placement Agent's applicable commissions, which will be retained by the

<PAGE>

Placement Agent and less the fees and expenses of the Offering).  In such event,
the Company may  continue to raise  additional  funds by offering the balance of
the unsold Units (up to 30 additional Units for a maximum of 50 Units). All such
additional  sales must be completed not later than December 31, 1999 (the "Final
Expiration Date" which date may be extended by the mutual consent of the Company
and the  Placement  Agent  through the January  31,  2000 (the  "Extended  Final
Expiration  Date").  Unless 20 Units are subscribed  for by the Expiration  Date
(unless such date is extended to the Extended Initial Expiration Date,  pursuant
to the mutual consent of the Company and the Placement Agent), the Offering will
terminate  and all  subscription  proceeds  will  be  promptly  returned  to the
subscribers without deduction or interest.

4.  Appointment  of the Placement  Agent.  On the basis of the  representations,
warranties, covenants and agreements of the Placement Agent contained herein and
subject to the conditions  contained  herein,  the Company  hereby  appoints the
Placement  Agent as its  agent to offer  and sell to  Accredited  Investors  the
Units, on a "best efforts,  20 Units or none" basis, and thereafter,  on a "best
efforts"  basis  until a  maximum  of 50  Units  have  been  sold.  Prior to the
Expiration Date or the Extended Initial Expiration Date, as the case may be, the
Company  shall not appoint  any other  agent to offer and sell the Units.  If an
Initial  Closing  takes place,  then Prior to the Final  Expiration  Date or the
Extended  Final Initial  Expiration  Date, as the case may be, the Company shall
not appoint any other agent to offer and sell the Units. The Placement Agent, on
the basis of the  representations,  warranties,  covenants and agreements of the
Company  contained  herein,  and  subject to the  conditions  contained  herein,
accepts such  appointment  and agrees to use its best efforts to sell the Units.
It is understood  that the  Placement  Agent has no commitment to sell the Units
other than to use its best efforts.

           5.  Purchase,  Sale  and  Delivery  of  Units.  On the  basis  of the
  representations and warranties  contained herein, and subject to the terms and
  conditions set forth herein, the parties agree that:

(a) Regulation D Placement.  Neither the offer nor the sale of the Units will be
registered with the SEC. The Units will be offered and sold in reliance upon the
exemption from  registration  provided by Regulation D ("Reg.  D") adopted under
the Securities Act, and will only be sold to "Accredited Investors" as such term
is  defined  under  Reg.  D, and to such  number of  investors  who shall not be
"Accredited  Investors"  as shall be permitted  under Reg. D and any  applicable
state  securities  laws;  the Units will be  offered  for sale only in states in
which the Units are exempt from  qualification  or registration for sale and the
conditions  for such  exemption  have been met; and the Company will provide the
Placement   Agent  for  delivery  to  all  offerees  and  purchasers  and  their
representatives,  if any, with any information,  documents and instruments which
the  Placement  Agent and the Company  deem  necessary to comply with the rules,
regulations   and  judicial  and   administrative   interpretations   concerning
compliance with applicable federal and state statutes and regulations.

(b) Subscription for Units.  Subscription for Units shall occur by execution and
delivery  by the  Subscriber  of a  subscription  agreement  (the  "Subscription
Agreement")  in the form  annexed to the  Memorandum,  together  with such other
documents and  instruments as are set forth in the Memorandum and payment of the
required   subscription   amount  all  in  accordance  with  the  terms  of  the
Subscription Agreement. <PAGE>

(c)  Distribution  of Proceeds;  Closings.  The proceeds of the Offering will be
held in the Escrow  Account  until such funds are released to the Company at the
closing of the  Offering or returned to the  Subscribers  if the Offering is not
completed prior to the Expiration Date or Extended  Expiration Date, as the case
may be. The Company shall  deliver to the Placement  Agent on each closing date,
on behalf of the  Subscribers,  the  certificates  evidencing the shares against
payment therefor, after deducting the amounts set forth in Section 6 below.

           6.  Compensation of Placement Agent. As compensation for its services
  rendered  as  Placement  Agent  under  this  Agreement,  if  the  Offering  is
  completed,  the Placement Agent shall receive: (i) a sales commission equal to
  10.0% of the gross  proceeds from the sale of the Units,  payable by deducting
  the sales commission from such gross proceeds on each closing date, and (ii) a
  non-accountable expense allowance equal to 3.0% of the gross proceeds from the
  sale of the Units,  and (iii)  placement  agent will receive  85,000  warrants
  exercisable at $1.50 per share upon  completion of the minimum  offering,  and
  (iv)  placement  agent  will  also  receive  an  additional   85,000  warrants
  exercisable at $1.50 per share upon successful completion of AMEX listing.

           On each closing date, the Company shall sell to the Placement  Agent,
  or its  designees,  for an  aggregate  price of  $.001  per  share,  five-year
  warrants (the "Placement Agent Warrants") to purchase 10% of the number shares
  of the  Company's  common stock  issuable upon  conversion  of the  Debentures
  issued to investors who shall have  purchased and paid for Units on such date.
  The exercise  price of the Placement  Agent Warrants shall be $1.10 per share.
  The  Placement  Agent  Warrants may be  transferable  to officers,  directors,
  consultants  and  shareholders  of the Placement  Agent.  The Placement  Agent
  Warrants  shall confer to the holders  thereof one demand and unlimited  piggy
  back registration rights.

           For a period of one year from the Closing  Date,  the Company  hereby
  grants  to the  Placement  Agent the  right to act as the  Company's  managing
  underwriter or placement agent, as the case may be, in any public  offering(s)
  and/.or  and private  placement(s)  to be  effectuated  by or on behalf of the
  Company or any  subsidiary  provided  that the material  terms  offered by the
  Placement  Agent  are no  less  favorable  than  those  offered  by any  other
  underwriter,  broker-dealer,  or placement  agent.  In the event the Placement
  Agent elects not to exercise  its right of first  refusal and the terms of the
  proposed financing are subsequently  changed,  the Placement Agent shall again
  be  granted  the  right  of first  refusal  to act as the  exclusive  managing
  underwriter or placement  agent,  as the case may be, in any such financing as
  modified.  Notwithstanding anything contained in this Section to the contrary,
  nothing  hereunder  shall  obligate the Placement  Agent to participate in any
  such  financing.  If the  Placement  Agent elects not to exercise its right of
  first  refusal with respect to any  proposed  financing  after being given the
  opportunity  to do so as herein  above  provided,  the right of first  refusal
  shall expire as to all future  financings.  With respect to an initial  public
  offering of the Company's  securities,  the Company  shall have the right,  to
  redeem such right of first refusal from the Placement Agent.

7. Representations and Warranties of the Company. The following  representations
and warranties shall be binding upon the Company:
<PAGE>

(a)  Memorandum.  The Company  will by the  commencement  of the  Offering  have
prepared the Memorandum, which wilt contain information, accurate as of the date
specified therein, of the kind specified by applicable statutes and regulations.
The  Memorandum,  as of its date and at all times  subsequent  thereto up to and
including the date of the Initial Closing, will not include any untrue statement
of a material  fact,  or omit to state any material  fact  required to be stated
therein  or  necessary  to  make  the  statements   therein,  in  light  of  the
circumstances in which they were made, not misleading.

(b)      Additional  Information.  The Company will provide to the Placement
Agent such  information,  documents and instruments as may be required under
Reg. D for an offer made to Accredited Investors pursuant to Reg. D.

(c) Reg. D  Oualification.  The Company will use its best efforts to ensure that
the offer and sale of the Units by the Company has satisfied, and on the Closing
Date will have satisfied,  in all material respects,  all of the requirements of
Reg. D.

(d) Finder's  Fees.  the Company has not incurred any liability for any finder's
fees or payments in connection with the transaction herein contemplated,  except
as specifically provided in this Agreement.  the Company agrees to indemnify the
Placement  Agent with respect to any claim by any third party for a finder's fee
in connection with the Offering unless such third party's claim is based upon an
alleged agreement or understanding with the Placement Agent.

(e) Foreign Corrupt  Practices Act. the Company has not, directly or indirectly,
at any time (i) made any  contributions to any candidate for political office in
violation of law or failed to disclose fully any such contribution, or (ii) made
any payment to any state,  federal or foreign  governmental officer or official,
or other person charged with similar public or quasi-public  duties,  other than
payments or  contributions  required or allowed by applicable  law. the Company'
internal accounting controls and procedures are sufficient to cause it to comply
in all material  respects  with the Foreign  Corrupt  Practices  Act of 1977, as
amended.

           8. Covenants of the Company. The following covenants shall be binding
upon the Company:

(a)  Memorandum.  The Company  will  furnish  the  Placement  Agent,  during the
Offering,  with  as  many  copies  of the  Memorandum  (and  any  amendments  or
supplements  thereto) as the Placement Agent may reasonably request.  If, during
the  Offering,  any event  occurs as a result of which the  Memorandum,  as then
amended or supplemented, would include an untrue statement of a material fact or
omit to state a material fact necessary in order to make the statements  made in
light of the  circumstances  in which  they were made not  misleading,  or if it
otherwise  shall be necessary to amend or  supplement  the  Memorandum to comply
with  applicable  law';  the Company will forthwith  notify the Placement  Agent
thereof,  and  furnish  to the  Placement  Agent  in such  quantities  as may be
reasonably  requested,  an  amendment,  supplement  or amended  or  supplemented
Memorandum  which corrects such statements or omissions or causes the Memorandum
to comply  with  applicable  law.  No copies of the  Memorandum,  or any exhibit
thereto, or any material prepared by the Company in connection with the Offering
will be given,  without the prior written  permission of the Placement Agent, by
the  Company or its  counsel or by a  principal  or agent of the  Company to any
person  not a party to this  Agreement,  unless  such  person is a  director  or
principal  stockholder  of, or  directly  employed  by, the  Company,  or unless
required by law. <PAGE>

(b) State  Securities  Registration.  The Company will cause its counsel to take
all  necessary  action and file all  necessary  forms and  documents in order to
obtain an exemption from  qualification  or  registration  of the Debentures for
sale under the  securities  laws of the states in which  offers or sales will be
made,  such  states to be  mutually  agreed  upon  between  the  Company and the
Placement Agent. The Company will promptly advise the Placement Agent:

(i) if any securities  regulator of any state shall make a request or suggestion
of or to the Company of any amendment to the  Memorandum  or for any  additional
information, including the nature and substance thereof, and

(ii) of the issuance of a stop order  suspending  the sale of the  Debentures in
any state,  including the  initiation or  threatening of any proceeding for such
purpose,  and the Company  will use its  reasonable  best efforts to prevent the
issuance  of such a stop order,  or if such an order shall be issued,  to obtain
the withdrawal thereof at the earliest reasonably practicable date.

           The Company  will  provide the  Placement  Agent with any  additional
  information,  documents and  instruments  which the Placement  Agent's counsel
  shall  determine  to be necessary  to comply with the rules,  regulations  and
  judicial and administrative  interpretations in those states and jurisdictions
  where  the  Units  are to be  offered  for  sale or sold for  delivery  to all
  offerees  and  purchasers.  The  Company  will file all  post-offering  forms,
  documents or materials and take all other actions  required by states in which
  the Units have been offered or sold. The Placement  Agent will not make offers
  or sales of the Units in any  jurisdiction  in which the Units are not  exempt
  from qualification or registration.

(c) Use of Proceeds.  The Company  intends to apply the net  proceeds  from this
Offering for the purpose of acquiring regional  advertising  agencies,  printers
and an internet service provider.

(d) Reg. D  Compliance.  The Company  will use its  reasonable  best  efforts to
determine whether a Subscriber is an "Accredited Investor", and the Company will
comply in all respects with the terms and  conditions  of Reg. D and  applicable
state  securities laws with respect to the offering and the sale of the Units to
qualified investors.

(e)  Reservation  of Shares.  The Company will  reserve for issuance  sufficient
shares of Common Stock for issuance in connection  with the offering and sale of
the Units.

(f) Mergers and Acquisitions.  In the event the Company  effectuates a financial
reorganization,  strategic  alliance,  merger,  joint  venture,  acquisition  or
similar  transaction  subsequent  to the date hereof and on or prior to one year
from the date of termination of this  Agreement,  irrespective of any reason for
such termination, and such financial reorganization, strategic alliance, merger,
joint venture,  acquisition or similar transaction is effectuated as a result or
consequence  of any  introduction  made by the  Placement  Agent  prior  to such
termination,  including,  without limitation, any introduction made by any third
party to whom the Company was originally introduced by the Placement Agent, then
the  Company  hereby  agrees  to pay the  Placement  Agent  the  following  cash
consideration, which payment shall be due and payable in cash on the date of any
such closing with respect thereto: <PAGE>

5%  of  the  consideration  from  $1  and  up to  $5,000,000,  plus  4%  of  the
consideration  in excess of  $5,000,000  and up to  $10,000,000,  plus 3% of the
consideration  in excess of $ 10,000,000 and up to  $15,000,000,  plus 2% of the
consideration  in excess of $15,000,000  and up to  $20,000,000,  plus 1% of the
consideration in excess of $20,000,000.

For  purposes  of this  Agreement,  "consideration"  shall mean the value of the
transaction  described herein and shall include the aggregate value of all cash,
securities,  and other property and  consideration of every kind,  including but
not limited to assumption and forgiveness of  indebtedness,  the amount realized
under the terms of an "earn-out" provision,  rights to receive periodic payments
and  all  other  rights  that  may be at any  time  either  (i)  transferred  or
contributed to the Company, its affiliates or shareholders in connection with an
acquisition of equity or assets thereof,  or (ii)  transferred or contributed by
the Company,  its affiliates or  shareholders  in any  transaction  involving an
investment in or acquisition of any third party, or acquisition of the equity or
assets thereof, by the Company or any affiliate thereof, or (iii) transferred or
contributed by the Company, its affiliates or shareholders and any other parties
entering into any joint venture or similar joint  enterprise or undertaking with
the Company or any  affiliate  thereof.  The  aggregate  value of all such cash,
securities  and other  property shall be the aggregate fair market value thereof
as  determined  by the  Placement  Agent and the Company,  or by an  independent
appraiser  jointly selected by the Placement Agent and the Company,  the cost of
which shall be borne  entirely by the Company.  Notwithstanding  anything to the
contrary  herein,  fees payable  hereunder by the Company to the Placement Agent
with respect to amounts which are  contingent or subject to later  determination
shall only be payable upon receipt by the Company or final determination of such
amounts.

           9.  Representations  Warranties and Covenants of the Placement Agent.
The Placement Agent represents, warrants and covenants to the Company that:

(a) Duly  Registered.  The Placement Agent is duly  registered,  pursuant to the
applicable  provisions of the Exchange Act, as a dealer, and is a member in good
standing of the National Association of Securities Dealers,  Inc. ("NASD"),  and
is duly registered as a  broker-dealer  in such states as the Placement Agent is
required to be registered in order to complete the Offering contemplated by this
Agreement and the  Memorandum.  In connection  with the Offering,  the Placement
Agent shall have the right at no additional  compensation or cost to the Company
to select  co-placement  agents and to form a syndicate of selected  dealers who
will  assist  it in the  Offering.  Any firm  with  which  the  Placement  Agent
associates  will be (i) a fully  registered  broker-dealer  and a member  of the
NASD,  or (ii) a  foreign  broker-dealer  and/or a member  of a  national  stock
exchange of its country of origin who is lawfully  registered or licensed to act
in such jurisdiction.

(b)               No General  Solicitation' or Advertising.  The Placement Agent
                  has not and  will  not  offer  or sell  the  Units by means of
                  general solicitation or general advertising.
(c)               Furnish Memoranda.  A reasonable time prior to the date of the
                  Initial  Closing  and each  closing  subsequent  thereto,  the
                  Placement  Agent will  furnish to each  offeree of the Units a
                  copy of the Memorandum,  each supplement or amendment thereto,
                  a  Subscription   Agreement  and  a  Confidential   Subscriber
                  Questionnaire (the "Subscription Documents").  Notwithstanding
                  the  foregoing,  the  delivery  of the  Memorandum  shall  not

<PAGE>

                  constitute an offer to sell the Units to any person. Such sale
                  may  be  made  only  upon  acceptance  by  the  Company  of  a
                  Subscriber's  subscription,  after a  determination  that  the
                  Subscriber satisfies all of the applicable  requirements.  The
                  Placement Agent will not provide any other written information
                  to  potential  investors  in the  Units  which  has  not  been
                  approved in advance by the Company and its counsel.

(d) Reg. D Compliance.  The Placement Agent will use its reasonable best efforts
to determine whether a Subscriber is an Accredited Investor. The Placement Agent
is not disqualified from participation in the Offering by reason of Rules 262(b)
and (c) of  Regulation  A and Reg. D. The  Placement  Agent will not conduct the
Offering  contrary to any of the  provisions  of Reg. D or  corresponding  state
statutes or regulations.

(e) Blue Sky  Compliance.  The  Placement  Agent will solicit  purchasers of the
Units only in those  jurisdictions where such solicitation could and can be made
in and in which it is so  qualified to act and will conduct the Offering in such
jurisdictions  in  full  compliance  with  all  applicable  state  statutes  and
regulations.

(f) Finder's  Fees.  The Placement  Agent has not incurred any liability for any
finder's  fees  or  payments  in  connection   with  the   transactions   herein
contemplated,  except as specifically provided in this Agreement.  The Placement
Agent agrees to indemnify  the Company and the Company with respect to any claim
by any third party for a finder's fee in  connection  with the  Offering  unless
such claim is based upon an alleged agreement or understanding with the Company.

(g)  Subscription  Documents.  The  Placement  Agent will furnish to the Company
copies of all  subscription  documents  completed by the  Subscribers as well as
copies  of any  and all  correspondence  between  the  Placement  Agent  and the
Subscribers.

10.      Conditions to Obligations.

           (a) Conditions to Placement Agent's  Obligations.  The obligations of
  the Placement Agent hereunder will be subject to the following conditions:

(i) Exemption.  (A) The Offering  contemplated  by this Agreement will be exempt
from  qualification  or  registration  under the securities  laws of the several
states  pursuant  to Section  10(b) above not later than the date of the Initial
Closing,  and (B) at the Initial  Closing and each subsequent  Closing,  no stop
order suspending the sale of the Units shall have been issued, and no proceeding
for that purpose shall have been initiated or threatened;

         (ii)     No Material Missstatements~Satisfactorv Memorandum. ...(A)
         The  Memorandum,  or any  amendment or  supplement  thereto,  shall not
contain  an untrue  statement  of a fact which is  material,  or omit to state a
fact, which is material and is required to be stated therein, or is necessary to
make the statements  therein not  misleading,  and (B) the  Memorandum  shall be
reasonably  satisfactory in form and in substance to the Placement Agent and its
legal and accounting advisors; <PAGE>

(iii)  Compliance  with  Agreements.  The Company  will have  complied  with all
agreements and satisfied all conditions on its part to be performed or satisfied
in all  material  respects  hereunder  at or prior  to the  date of the  Initial
Closing and on the date of each subsequent Closing;

           (iv)  Corporate  Action.  The Company  will have taken all  necessary
  corporate  action in  connection  with the  performance  by the Company of its
  obligations hereunder and thereunder,  if applicable,  and the consummation of
  the Offering;

           (v) Opinion of Counsel. On the Closing Date, the Placement Agent will
  have received from the Company's  counsel, [ ] ("Company  Counsel"),  a signed
  opinion  in a form  to be  mutually  agreed  upon  between  the  Company,  the
  Placement  Agent and their  respective  counsels.  In  rendering  its opinion,
  Company Counsel may rely upon (1) opinions of counsel reasonably acceptable to
  Placement  Agent's counsel with respect to matters relating to the laws of any
  jurisdiction  other  than [ ] and  federal  law or  matters  in which  Company
  Counsel was not  significantly  involved,  (2) the  certificates of government
  officials  and  officers  of the  Company  as to  matters  of  fact,  (3)  the
  genuineness  of all  signatures,  and (4) the  authenticity  of the  books and
  records of the Company and such other qualifications and conditions consistent
  with the Company Counsel's opinion practices.

           (vi)   Representations   and  Warranties.   The  representations  and
  warranties  of the Company  will be, as of the Closing  Date,  accurate in all
  material respects.

           (vii) Certificate of President. On the Closing Date, the Company will
  have delivered a certificate of its President  confirming the  satisfaction of
  the conditions set forth in this Section 10(a).

         (b)  Conditions to the Company's  Obligations.  The  obligations of the
Company hereunder will be subject to the following conditions:

           (i)  Absence of Certain  Events.  No stop order or other  judicial or
  administrative  action suspending the sale of the Units will have been issued,
  and no proceeding for that purpose will have been initiated or threatened.

           (ii) No Material Misstatements.  The Memorandum,  or any amendment or
  supplement  thereto,  shall not contain an untrue statement of a fact which is
  material,  or omit to state a fact which is  material  and is  required  to be
  stated therein or is necessary to make the statements therein not misleading.

           (iii)  Compliance  witl  Agreements.  The  Placement  Agent will have
  complied with all  agreements  and satisfied all  conditions on its part to be
  performed or satisfied  hereunder in all material  respects at or prior to the
  Closing Date.

<PAGE>

(iv)  Corporate  Action.  The  Placement  Agent  will have  taken all  necessary
corporate action, including,  without limitation,  obtaining the approval of the
Placement  Agent's  board of directors  for the  execution  and delivery of this
Agreement  and  the  performance  by the  Placement  Agent  of  its  obligations
hereunder and the consummation of the Offering.

(v)  Registration.  The Placement Agent will continue to be duly registered as a
member in good standing of the NASD and as a  broker-dealer  in states  required
for the Offering.

(vi)  Representations and Warranties.  The representations and warranties of the
Placement  Agent  will be, as of the  Closing  Date,  accurate  in all  material
respects.

(vii) Certificate.  On the Closing Date, the Placement Agent will have delivered
a certificate of its President or Vice President  confirming the satisfaction of
the conditions set forth in this Section 10(b).

           11.    Expenses of Sale.

(a) It  shall  be the  Company's  obligation,  whether  or not the  Offering  is
consummated,  to bear all expenses in  connection  with the  proposed  Offering,
including,  but not  limited to the  following:  filing  fees,  printing  costs,
experts and due diligence expenses, postage and mailing expenses with respect to
the  transmission of Offering  material,  Company  counsel and accounting  fees,
issue  and  transfer  taxes,  if any,  and the  fees  and  disbursements  of the
Placement Agent's counsel. It is agreed that the Placement Agent's counsel shall
perform any legal  services  that may be required in order to obtain  exemptions
from   registration  or  qualification  of  the  Units  under  applicable  state
securities laws. In this connection, Blue Sky applications shall be made in such
states and  jurisdictions  as shall be requested by the Placement Agent provided
that such  states and  jurisdictions  do not require the Company to qualify as a
foreign corporation or to file a general consent to service of process.

(b) If the Offering is not completed because (i) of any reason solely within the
control of the Company,  its management,  or its stockholders,  (ii) the Company
unilaterally  withdraws  the Offering  from the  Placement  Agent for any reason
other than unreasonable  delays by the Placement Agent, or (iii) of any material
discrepancy in any representation  made to the Placement Agent or the failure of
the Company to meet any of its material  obligations under this Agreement,  then
the  Company  will  be  obligated  to  reimburse  the  Placement  Agent  for its
reasonable  direct  out-of-pocket  costs,  expenses  and legal fees  incurred in
connection  with the Offering.  Otherwise,  the Company will not be obligated to
reimburse  the  Placement  Agent for the  Placement  Agent's  costs and expenses
incurred in connection herewith.

<PAGE>

12.      Indemnification and Contribution.

(a)  Indemnification  by the Company.  The Company  agrees to indemnify and hold
harmless the Placement Agent and each person, if any, who controls the Placement
Agent within the meaning of the  Securities  Act or the Exchange Act against any
losses, claims, damages or liabilities, joint or several, to which the Placement
Agent or such controlling person may become subject, under the Securities Act or
otherwise,  to the extent and only to the extent such losses, claims, damages or
liabilities  (or actions in respect  thereof) arise out of or are based upon (i)
any untrue  statement or `alleged untrue  statement of a material fact contained
(A) in the Memorandum,  or (B) in any document  executed by the Company filed in
any  state  or  other   jurisdiction  in  order  to  obtain  an  exemption  from
registration  or  qualification  of any or all of the Units under the securities
laws  thereof  (any  such  document  being   hereinafter   called  a  "Blue  Sky
Application"),  or (ii)  the  omission  or  alleged  omission  to  state  in the
Memorandum or in any Blue Sky  Application a material fact required to be stated
therein or necessary to make the statements therein,  under the circumstances in
which they were made, not misleading, and will reimburse the Placement Agent and
each such controlling person for any legal or other expenses reasonably incurred
by  the  Placement  Agent  or  such   controlling   person  in  connection  with
investigating or defending any such loss,  claim,  damage,  liability or action;
provided,  however,  that the Company will not be liable in any such case to the
extent that any such loss, claim,  damage or liability arises out of or is based
upon an untrue  statement  or alleged  untrue  statement  or omission or alleged
omission  made in  reliance  upon and in  conformity  with  written  information
furnished to the Company by the Placement Agent or Blue Sky counsel specifically
for use in the preparation of the Memorandum or any such Blue Sky Application.

(b)  Indemnification  by the  Placement  Agent.  The  Placement  Agent agrees to
indemnify  and hold  harmless the Company,  its  directors and officers and each
person,  if any, who controls the Company  within the meaning of the  Securities
Act and the Exchange  Act against any losses,  claims,  damages or  liabilities,
joint or  several,  to which the Company or such  controlling  person may become
subject,  under the  Securities  Act or  otherwise  to the extent  such  losses,
claims,  damages or liabilities (or actions in respect  thereof) arise out of or
are based  upon (i) any  untrue  statement  or  alleged  untrue  statement  of a
material  fact  contained  (A)  in the  Memorandum,  or  (B)  in  any  Blue  Sky
Application, or (ii) the omission or alleged omission to state in the Memorandum
or in any Blue Sky  Application a material fact required to be stated therein or
necessary to make the  statements  therein,  not  misleading in each case to the
extent but only to the extent,  that such  untrue  statement  or alleged  untrue
statement  or omission  or alleged  omission  was made in  reliance  upon and in
conformity  with written  information  furnished to the Company by the Placement
Agent  or  Blue  Sky  counsel  specifically  for use in the  preparation  of the
Memorandum or any such Blue Sky Application.

           (c) Procedure.  Within five (5) business days (unless  shorter period
  is  required)  of receipt by an  indemnified  party  under this  Section 12 of
  notice of the commencement of any action,  such  indemnified  party will, if a
  claim in respect  thereof is to be made against any  indemnifying  party under
  this Section 12, notify in writing the indemnifying  party of the commencement
  thereof;  and the omission so to notify the indemnifying party will relieve it
  from any liability  under this Section 12 as to the particular  item for which
  indemnification  is then being sought,  but not from any other liability which
  it may have to any

<PAGE>

indemnified  party.  In case any such action is brought  against any indemnified
party, and it notifies an indemnifying  party of the commencement  thereof,  the
indemnifying  party will be entitled to participate  therein,  and to the extent
that it may wish, jointly with any other indemnifying party, similarly notified,
to assume the  defense  thereof,  with  counsel  who shall be to the  reasonable
satisfaction of such  indemnified  party, and after notice from the indemnifying
party to such  indemnified  party  of its  election  so to  assume  the  defense
thereof,  the indemnifying  party will not be liable to such  indemnified  party
under this Section 12 for any legal or other expenses  subsequently  incurred by
such  indemnified  party in  connection  with the  defense  thereof  other  than
reasonable  costs of  investigation.  Any such  indemnifying  party shall not be
liable to any such  indemnified  party on account of any settlement of any claim
or action effected without the consent of such indemnifying party.

(d)  Contribution.  If the  indemnification  provided  for in this Section 12 is
unavailable  to any  indemnified  party  with  respect  to any  losses,  claims,
damages,  liabilities  or expenses  referred to therein,  then the  indemnifying
party, in lieu of indemnifying  such indemnified  party,  will contribute to the
amount paid or payable by such  indemnified  party,  as a result of such losses,
claims,  damages,   liabilities  or  expenses  (i)  in  such  proportion  as  is
appropriate to reflect the relative  benefits received by the Company on the one
hand, and the Placement Agent on the other hand, from the offering of the Units,
or (ii) if the  allocation  provided  by clause  (i) above is not  permitted  by
applicable  law, in such  proportion as is  appropriate  to reflect not only the
relative benefits referred to in clause (i) above but also the relative fault of
the Company on the one hand,  and of the  Placement  Agent on the other hand, in
connection  with the  statements  or  omissions  which  resulted in such losses,
claims, damages, liabilities or expenses as well as any other relevant equitable
considerations.  The relative  benefits received by the Company on the one hand,
and the  Placement  Agent on the other  hand,  shall be deemed to be in the same
proportion as the total proceeds from the Offering (net of sales commissions and
non-accountable  expense allowance,  but before deducting  expenses) received by
the Company relative to the commissions and  non-accountable  expense  allowance
received by the Placement  Agent.  The relative  fault of the Company on the one
hand,  and the  Placement  Agent on the  other  hand,  will be  determined  with
reference to, among other things, whether the untrue or alleged untrue statement
of a  material  fact  or the  omission  to  state a  material  fact  relates  to
information  supplied by the Company or the  Placement  Agent,  and its relative
intent,  knowledge,  access to information and opportunity to correct or prevent
such  statement  or omission.  The amount  payable by a party as a result of the
losses,  claims,  damages,  liabilities  or  expenses  referred to above will be
deemed to include,  subject to the limitations set forth in Section 12(e) below,
any  legal  or other  fees or  expenses  reasonably  incurred  by such  party in
connection with investigating or defending any action or claim.

(e) Equitable Considerations.  The Company and the Placement Agent agree that it
would not be just and equitable if contribution pursuant to this Section 12 were
determined by pro rata  allocation  or by any other method of  allocation  which
does not take into  account  the  equitable  considerations  referred  to in the
immediately    preceding    paragraph.    No   person   committing    fraudulent
misrepresentation  (within the meaning of Section 1 1(f) of the Securities  Act)
shall be  entitled  to  contribution  or  indemnification  from any  person  not
committing such fraudulent misrepresentation.

<PAGE>

13.  Representations  and Agreements to Survive Delivery.  All  representations,
warranties and agreements of the Company and of the Placement  Agent herein will
survive the delivery and execution hereof and the closing  hereunder,  and shall
remain operative and in full force and effect for a period of two years from the
Initial  Closing  Date or Final  Closing  Date,  if there shall be more than one
closing,  regardless of any investigation  made by or on behalf of the Placement
Agent or any person who controls the  Placement  Agent within the meaning of the
Securities  Act, or by the Company or any person who controls the Company within
the meaning of the Securities  Act, and will survive  delivery of the securities
constituting  the  Units  hereunder  and  any  termination  of  this  Agreement.
Notwithstanding  anything contained herein to the contrary,  the Placement Agent
will promptly  notify the Company if it becomes aware of any facts that could be
deemed to be a breach of any representation or warranty of the Company.

14.      Termination.

           (a) Either the Placement  Agent or the Company will have the right to
  terminate this Agreement by giving written notice as herein specified,  at any
  time, at or prior to the date of the Initial Closing:

(i) If the other shall have failed,  refused, or been unable, at or prior to the
Offering  Expiration  Date,  to  perform  any  of  its  respective   obligations
hereunder; or

(ii) If there has occurred an event materially or adversely  affecting the value
of the Units or any of the Debentures.

           (b) If the  Placement  Agent,  the Company or the  Company  elects to
  terminate this Agreement  pursuant to Subsections  (i) or (ii) hereof,  notice
  will  be  provided  to  the  non-terminating   party  promptly  by  telephone,
  telecopier  or telegram,  and such  notification  will be confirmed by written
  notice as provided for in Section 15 below.

15.  Notices.  Any notice  hereunder  shall be in writing and shall be effective
when delivered by guaranteed next day deliver overnight courier service, or sent
by facsimile transmission, to the appropriate party or parties, at the following
addresses:  if to the Placement Agent, to Catalyst Financial Corp., 16 East 52nd
Street, New York, New York 10022, Attention:
      Mr. Steven N. Bronson (fax no.  212-832-1636);  if to the Company,
      to Statcomm Media Ltd.,  1947 Lee Road,  Winter Park,  Florida
      32789, Attention: [       ] (fax no. 407-628-0807).

16.  Parties.  This  Agreement  will be binding upon the  Placement  Agent,  the
Company, and their respective successors and assigns. This Agreement is intended
to be, and is for the sole and  exclusive  benefit of the  parties  hereto,  and
their respective successors and assigns, and for the benefit of no other person,
and no other  person  will have any legal or  equitable  right,  remedy or claim
under, or in respect of this Agreement and the parties hereto may not assign any
of their rights or obligations hereunder.  No purchaser of any of the Units will
be construed as successor or assign merely by reason of such purchase.

<PAGE>

17.  Amendment  and/or  Modification.  Neither this  Agreement,  nor any term or
provision  hereof,  may be changed,  waived,  discharged,  amended,  modified or
terminated  orally,  or in any  manner  other than by an  instrument  in writing
signed by each of the parties hereto.

18.  Further  Assurances.  Each party to this Agreement will perform any and all
acts and execute any and all  documents as may be necessary and proper under the
circumstances  in order to accomplish the intents and purposes of this Agreement
and to carry out its provisions.

19. Validity.  In case any term of this Agreement will be held invalid,  illegal
or unenforceable, in whole or in part, the validity of any of the other terms of
this Agreement will not in any way be affected thereby.

20.  Non-Waiver.  The  failure  of  any  party  hereto  to  insist  upon  strict
performance  of any of the  covenants and  agreements  herein  contained,  or to
exercise any option or right herein conferred in any one or more instances, will
not be construed to be a waiver or  relinquishment  of any such option or right,
or of any other covenants or agreements, and the same will be and remain in full
force and effect.

21.  Entire  Agreement.   This  Agreement  contains  the  entire  agreement  and
understanding  of the parties with respect to the entire  subject matter hereof,
and there are no representations,  inducements,  promises or agreements, oral or
otherwise,  not embodied herein.  Any and all prior  discussions,  negotiations,
commitments and understanding  relating thereto are superseded hereby. There are
no conditions  precedent to the  effectiveness  of this Agreement  other than as
stated herein, and there are no related collateral  agreements  existing between
the parties that are not referred to herein.

22.  Counterparts.  This Agreement may be executed in  counterparts  and each of
such  counterparts  will for all purposes be deemed to be an original,  and such
counterparts will together constitute one and the same instrument.



                  [The balance of this page has been left blank intentionally]

<PAGE>

23. Law.  This  Agreement  will be deemed to have been made and delivered in New
York,  New  York,   and  will  be  governed  as  to  validity,   interpretation,
construction, effect and in all other respects by the internal laws of the State
of New York, without application of the principles of conflicts of law.

If the foregoing  correctly sets forth our understanding,  please so indicate in
the space provided below for that purpose, whereupon this letter will constitute
a binding agreement between us.

                              STRATCOMM MEDIA LTD,
                              A British Columbia corporation
                              Signed by Roberto E. Veitia, President

Confirmed and Accepted this 20th day of May, 1999 by the undersigned  authorized
representative.

                            Catalyst Financial Corp.,

                              A Florida corporation
                              Signed by Steven N. Bronson, President



<PAGE>