Exhibit 10.19  Line of Credit Agreement with BankFIRST
<PAGE>

STRATCOMM MEDIA USA, INC        BANKFIRST
1947 LEE ROAD                   15119 US HWY 441      Loan Number____________
WINTER PARK,  FL  32789         EUSTIS, FL  32726     Date___APRIL 23,  1998___
                                                      Maturity Date ON DEMAND
                                                      Loan Amount  $300,000.00
BORROIWER' NAME AND ADDRESS   LENDER'S NAME AND ADDRESS  Renewal of ____________
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For the value  received,  I promise to pay you, or your address listed above the
PRICIPAL  sum of THREE  HUNDRED  THOUSAND  AND  NO/100  ***************  Dollars
$300,000.00  [ ] Single  Advance:  I will receive all of this  principal  sum on
_______.  No additional  advances are contemplated under this note. [X] Multiple
Advance: The principle amount shown above is the maximum amount of the principal
I can borrow  under this note.  On APRIL 23,  1998 I will  receive the amount of
$_____________and future principal advances are contemplated.

         Conditions:   The  conditions  for  future   advances  are  SUBJECT  TO
         ANNUALFINACIAL          REVIEW         AND         PER         CUSTOMER
         REQUERST_______________________________________________________________
         [X]  Open  End  Credit:  You and I agree  that I may  borrow  up to the
         maximum  principal  sum more than one time.  This feature is subject to
         all other conditions and expires on DEMAND . [ ] Closed End Credit: You
         and I agree that I may borrow  (subject to all other  conditions) up to
         the maximum principal sum only one time.

INTEREST:  I agree to pay interest on the outstanding principal balance from
         APRIL 23, 1998     at the rate of    8.500%
         Per year until FIRST CHANGE DATE                              .
[X]  Variable Rate:  This rate may then changed as stated below.
         [X] Index Rate:  The future rate will be ____EQUAL TO    the following
             index rate:  WALL STREET JOURNAL PRIME RATE
         PUBLISHED FROM TIME TO TIME IN THE MONEY SECTION OF THE WALL STREET
         JOURNAL______.
         [   ]  No Index:  The future rate will not be subject to any internal
         or external index.  It will be entirely in your control.
         [x}Frequency and Timing:  The rate on this note may change as often as
            daily.
                 A change on the interest rate will take effect ON THE SAME DAY.
         [x] Limitations:  During the term of this loan, the applicable interest
rate will not be more than ____18.000% or less than  ____________________%.  The
rate may not change more than ___________% or each________________.

         Effect of Variable  Rate: A change in the  interest  rate will have the
         following  effect on the  payments;  [X] the  amount of each  scheduled
         payment will change [X] The amount of the final payment will change.

         [   ]----------------------------------------------------------------
ACCURAL METHOD:  Interest will be calculated on a ______ACTUAL/360
POST     MATURITY  RATE:  I agree to pay the  interest on the unpaid  balance of
         this note owing after maturity, and until paid in full. [ ] on the same
         affixed or variable rate basis in effect before  maturity (as indicated
         above).  [X] at a rate  equal to THE  STATE  OF  FLORIDA  MAXIMUM  RATE
         CURERENCTLY AT 18%.

[X]      LATE CHARGE:  If a payment is made more than __10 days after its due, I
         agree to pay a late charge of 5.000% OF THE LATE PAYMENT WITH A MAXIMUM
         OF $50.00

[X]  ADDITIONAL CHARGES:  in addition to interest, I agree to pay the following
         charges which [X] are [  ] are not included in the principal amount
         above:
         EFER TO DISBURSEMENT AUTHORIZATION__________________
PAYMENTS:  I agree to pay this note as follows:
[X]  Interest:  I Agree to pay the accrued interest    ON THE 23RD DAY OF EACH
         MONTH BEGINNING MAY 23, 1988

[X] Principal:  I agrees  to pay the principal       ON DEMAND

[   ]  Installments:  I agree to pay this note in ____________ payments.  The
       first payment will be in the amount of _______________ and will be
       due ___________________________________.  A payment of __________________
       will be due_______________________________________thereafter.  The final
       payment of the entire unpaid balance and interest will be
         --------------------------------------------------------------
PURPOSE:  The purpose of this loan is __BUSINESS:  SUPPORT WORKIN CAPITAL.
ADDITIONAL TERMS:

<PAGE>

                               SECURITY

SECURITY  INTEREST:  I give  you a  security  interest  in  all of the  property
described  below that I now own and that I may own in the future  (including but
not limited to, all parts, accessories, repairs, improvements, and accessions to
the property),  wherever the property is or may be located, and all proceeds and
products from the property.

  [ ] Inventory. All inventory which I hold for ultimate sale or lease, or which
has been or will be  supplied  under  contracts  of  service,  or which  are raw
materials,  work in process,  or materials used or consumed in my business.  [ ]
Equipment: All equipment including, but not limited to, all machinery, vehicles,
furniture, fixtures, manufacturing equipment, farm machinery and equipment, shop
equipment,  office  and  recordkeeping  equipment,  and  parts  and  tools.  All
equipment  described  in a list or  schedule  which I give to you  will  also be
included in the secured  property,  but such a list is not necessary for a valid
security interest in my equipment.

  [ ] Farm  Products:  All farm  products  including but not limited to: (a) all
poultry and livestock and their young,  along with their  products,  produce and
replacements;  (b) all crops, annual or perennial, and all product of the crops;
and (c) all  feed,  seed,  fertilizer,  medicines,  and other  supplies  used or
produced in my farming operations [ ] Accounts, Instruments,  Documents, Chattel
paper, and Other Rights to Payment: All rights I have now and that I may have in
the future to payment of money including, but mot limited to:

(a)      payment for goods and other property sold or leased or for service
         rendered, whether or not I have earned such payment by performance; and
(b)      rights  to  payment   arising  out  of  all  present  and  future  debt
         instruments,  chattel paper and loans and obligations  recievable.  The
         above include any rights and interests(including all liens and security
         interet) which I may have by law or agreement against any acount debtor
         or obligor of mine.

[ ] Gerneral Intanigables:  All gener intangibals including, but not limited to,
tax refunds,  applications for patents, patents,  copyrights,  trademarks, trade
secrets, good will, trade names, customer lists, permits and franchises, and the
right to use my name.

[ ]  Government  Payments  and  Programs:  All  payments,
accounts, general intangibles, or other benefits (including, but not limited to,
payments  in  kind,  deficiency  payments,  letters  of  entitlement,  warehouse
receipts, storage payments,  emergency assistance payments,  diversion payments,
any  conservation  reserve  payments) which I now and in the future may have any
rights or  interest  and which  arise  under or as a result of any  preexisting,
current or future  Federal or state  governmental  program  (including,  but not
limited to, all programs  administered by the Commodity  Credit  Corporation and
the ASCS).

[X] The  secured  property  includes,  but is not  limited  by,  the  following:
BANKFIRST  CD  #0300007576  IN THE  AMOUNT OF  $200,000.00  DATED  11/07/97  AND
BANKFIRST CD #0300007559 IN THE AMOUNT OF $100,000.00 DATED 10/10/97 BOTH IN THE
NAME OF STRATCOMM MEDIA USA, INC.

If this  Agreement  covers timber to be cut,  minerals  (including oil and gas),
fixtures or crops growing or to be grown, the legal description

is_________________________________________________________________________
[  ] If checked, file this agreement on the real estate records.  Record Owner
(if not me)______________________________________
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The property  will be used for [ ] personal [X]  business [ ]  agricultural  [ ]
_________________________________ purpose.

                    ADDITIONAL TERMS OF THE SECURITY AGREEMENT


GENERALLY - This agreement secures this note and any other debt I have with you,
now or later.  However,  it will not secure other debts if you fail with respect
to such  other  debts,  to make any  required  disclosure  about  this  security
agreement or if you fail to give any required notice of the right of rescission.
If  property  described  in this  agreement  is located in another  state,  this
agreement may also, in some circumstances be governed by the law of the state in
which the Property is located.

OWNERSHIP  AND DUTIES TOWARD  PROPERTY - I represent all of the Property,  or to
the extent this 'is a purchase interest I will acquire ownership of the Property
with the loan.  I will  defend it  against  any other  claim.  Your claim to the
property  is ahead of the claims of any other  creditor.  I agree to do whatever
you  require to protect  your  security  interest  and to keep your claim in the
Property ahead of the claims of other creditors.  I will not do anything to harm
your position.

 I will keep books,  records and accounts  about the property and my business in
general.  I will let you examine  these records at any  reasonable  time. I will
keep the Property in my possession and use it only for the purposes(s) described
on page 1 of this  agreement.  I will not change the  specified use without your
express  written  permission.  I represent  that I am the original  owner of the
Property  and, if I am not, that I have provided you with a list of all previous
owners of the Property.

   I will  keep the  Property  at my  address,  unless we agree I may keep it at
another  location.  If the property is to be used in another  state, I will give
you a list of those  states.  I will not try to sell the  Property  unless it is
inventory or I receive your written  permission to do so. If I sell the Property
I will have the payment made payable to the order of you and me.

   You may  demand  immediate  payment  of the  debt(s)  if the  debtor is not a
natural person and without your prior written consent; (1) a beneficial interest
in the  debtor is sold or  transferred,  or (2) there is a change in either  the
identity  or number of  members  of a  partnership,  or (3) there is a change in
ownership of more than 25 percent of the voting stock of a corporation.

   I will pay all taxes and charges on the Property as they become due. You have
the  right of  reasonable  access  in  order to  inspect  the  Property.  I will
immediately inform you of any loss or damage to the Property.

   If I fail to perform any of my duties under this security  agreement,  or any
mortgage, deed of trust, lion or other security interest, you may without notice
to me perform  the duties or cause them to be  performed.  Your right to perform
for me shall not create an  obligation  to perform  and your  failure to perform
will not preclude you from  exercising any of your other rights under the law or
this security agreement.

PURCHASE  MONEY  SECURITY  INTEREST - For the sole  purpose of  determining  the
extent of a  purchase  money  security  interest  arising  under  this  security
agreement:  (a)  payments  on any  nonpurchase  money loan also  secured by this
agreement  will not be  deemed  to apply to the  Purchase  Money  Loan,  and (b)
payments  on the  Purchase  Money  Loan  will be  deemed  to apply  first to the
nonpurchase  money portion of the loan,  if any, and then to the purchase  money
obligations  in the order in which the items of  collateral  were acquired or if
acquired at the same time,  in the order  selected by you. No security  interest
will be terminated by application of this formula.  "Purchase  Money Loan" means
any loan the  proceeds  of which,  in whole or in part,  are used to acquire any
collateral  securing the loan and all extensions,  renewals,  consolidations and
refinancing of such loan.

PAYMENTS BY LENDER - You are  authorized  to pay, on my behalf,  charges I am or
may become obligated to pay to preserve or protect the secured property (such as
property insurance  premiums).  You may treat those payments as advances and add
them to the unpaid principal under the note secured by this agreement or you may
demand immediate payment of the amount advanced.

INSURANCE - I agree to buy  insurance on the property  against all the risks and
for the amounts you require and to furnish you continuing proof of the coverage.
I will have the  insurance  company name you as a loss payee on any such policy.
You may require added security if you agree that insurance  proceeds may be used
to repair or replace the property.  I will buy insurance from a firm licensed to
do  business in the state where you are  located.  The firm will be  responsibly
acceptable to you. The  insurance  will last until the property is released from
this agreement.  If I fail to buy or maintain the insurance (or fail to name you
as a loss payee) you may purchase it yourself.

WARRANTIES AND REPRESENTATIONS - If this agreement includes accounts, I will not
settle any account for less than its full value without your written permission.
I will  collect  all  accounts  until  you tell me  otherwise.  I will  keep the
proceeds  from all the accounts and, any goods which are returned to me or which
I take back in trust for you.  I will not mix them  with any other  property  of
mine. I will deliver them to you at your request.  If you ask me to pay the full
price on any returned items or items retaken by myself, I will do so.

   If this  agreement  covers  inventory,  I will not dispose of it except in my
ordinary  course of business at the fair market value for the Property,  or at a
minimum price established between you and me.

   If this agreement covers farm products I will provide you, at your request, a
written list of the buyers, commission merchants or selling agents to or through
whom I may sell my farm  products.  In addition to those  parties  named on this
written list, I authorize you to notify at your sole  discretion  any additional
parties regarding your security  interest in my farm products.  I remain subject
to all  applicable  penalties  for selling my farm  products in  violation of my
agreement  with you and the Food Security Act. In this  paragraph the terms farm
products,  buyers,  commission  merchants  and selling  agents have the meanings
given to them in the Federal Food Security Act of 1985.

REMEDIES - I will be in default on this security agreement if I am in default on
any note this  agreement  secures or if I fail to keep any promise  contained in
the  terms of this  agreement.  If I  default,  you have all of the  rights  and
remedies  provided in the note and under the Uniform  Commercial  Code.  You may
require me to make the  secured  property  available  to you at a place which is
reasonably convenient.  You may take possession of the secured property and sell
it as provided by law. The proceeds  will be applied  first to your expenses and
then to the debt.  I agree  that 10 days  written  notice  sent to my last known
address  by first  class  mail  will be  reasonable  notice  under  the  Uniform
Commercial  Code.  My  current  address  is on page 1. 1 agree to inform  you in
writing of any change of my address.

FILING - A carbon, photographic or other reproduction of this security agreement
or the financing statement covering the Property described in this agreement may
be used as a financing  statement  where allowed by law. Where permitted by law,
you may file a financing statement which does not contain my signature, covering
the Property secured by this agreement.

Any person who signs within this box does so to give you a security  interest in
the  Property  described  on this page.  This person does not promise to pay the
note.  "I" as used in this security  agreement will include the borrower and any
person who signs within this box.

Date

Signed _________________________________________________


<PAGE>

                     ADDITIONAL TERMS OF THE NOTE

DEFINITIONS  - As used on page 1, "[X]" means the terms that apply to this loan.
"l," *me" or "my" means each  Borrower who signs this note and each other person
or legal entity (including  guarantors,  endorsers,  and sureties) who agrees to
pay this note (together  referred to as "us").  "You" or "your" means the Lander
and its successors and assigns.

APPLICABLE LAW - The law of the state of Florida will govern this agreement. Any
term of  this  agreement  which  is  contrary  to  applicable  law  will  not be
effective,  unless the law permits you and me to agree to such a  variation.  It
any provision of this agreement cannot be enforced  according to its terms, this
fact will not affect the  enforceability of the remainder of this agreement.  No
modification of this agreement may be made without your express written consent.
Time is of the essence in this agreement. PAYMENTS - Each payment I make on this
note will  first  reduce  the  amount I owe you for  charges  which are  neither
interest nor  principal.  The remainder of each payment will then reduce accrued
unpaid interest,  and then unpaid  principal.  If you and I agree to a different
application  of payments,  we will  describe  our  agreement on this note. I may
prepay a part of, or the entire balance of this loan without penalty,  unless we
specify to the contrary on this note. Any partial  prepayment will not excuse or
reduce any later scheduled payment until this note is paid in full (unless, when
I make the prepayment,  you and I agree in writing to the contrary).  INTEREST -
Interest accrues on the principal remaining unpaid from time to time, until paid
in full. If I receive the principal in more than one advance,  each advance will
start to earn  interest  only when I receive the advance.  The interest  rate in
effect on this note at any given  time will apply to the  entire  principal  sum
outstanding  at that time.  Notwithstanding  anything to the contrary,  I do not
agree to pay and you do not intend to charge any rate of interest that is higher
than the maximum rate of interest you could charge under  applicable law for the
extension  of credit  that is agreed  to in this  note  (either  before or after
maturity).  If any  notice  of  interest  accrual  is sent and is in  error,  we
mutually  agree to correct it, and it you actually  collect more  interest  than
allowed by law and this agreement, you agree to refund it to me.

INDEX RATE - The index will serve only as a device for setting the interest rate
on this note. You do not guarantee by selecting this index, or the margin,  that
the  interest  rate on this note  will be the same rate you  charge on any other
loans or class of loans you make to me or other borrowers.

POST  MATURITY  RATE - For purposes of deciding  when the "Post  Maturity  Rate"
(shown  on page 1)  applies,  the  term  "maturity"  means  the date of the last
scheduled  payment  indicated on page 1 of this note or the date you  accelerate
payment on the note, whichever is earlier.

SINGLE  ADVANCE LOANS - If this is a single  advance loan, you and I expect that
you will make only one advance of principal.  However, you may add other amounts
to the principal if you make any described in the "PAYMENTS BY LENDER" paragraph
below.

MULTIPLE  ADVANCE LOANS - It this is a multiple  advance loan,  you and I expect
that you will make more than one  advance  of  principal.  If this is closed and
credit,  repaying a part of the  principal  will not  entitle  me to  additional
credit.  SET-OFF - I agree  that you may set off any  amount due under this note
against any right I have to receive money from you.

                  "Right to  receive  money  from you"  means:  (1) any  deposit
                  account  balance I have with you;  (2) any money owed to me on
                  an item presented to you or in your  possession for collection
                  or  exchange;  and  (3)  any  repurchase  agreement  or  other
                  nondeposit obligation

"Any  amount due and payable  under this note " means the total  amount of which
you are  entitled  to and  under the terms of this note at the time you set off.
This total includes any balance the date for which you properly accelerate under
this note.

 If my right to receive  money from you is also  owned by,  someone  who has not
agreed to pay this note,  your right of set-off will apply to my interest in the
obligation  and to  other  amounts  I  could  Withdraw  on my  sole  request  or
endorsement,  Your  right of  set-off  does not  apply  to an  account  of other
obligation where my rights are only as a representative.  It also does not apply
to any individual Retirement Account or other tax-deferred retirement account.

 You will not be liable for the dishonor of any check when the  dishonor  occurs
because you set off this debt  against any of my  accounts.  I agree to hold you
harmless from any such claims arising as a result of your exercise of your right
to set-off.  DEFAULT - I will be in default if any one or more of the  following
occur:  (1) 1 fail to make a payment an time or in the amount due; (2) 1 fail to
keep the Property insured, if required;  (3) 1 fail to pay, or keep any promise,
on any debt or  agreement  I have  with  you;  (4) any  other  creditor  of mine
attempts to collect any debt I owe him through court proceedings;  (5) 1 die, am
declared incompetent, make an assignment for the benefit of creditors, or become
insolvent (either because my liabilities exceed my assets or

I am  unable  to pay my  debts  as they  become  due);  (6) 1 make  any  written
statement or provide any financiall  information that is untrue or inaccurate at
the time it was provided;  (7) 1 do or fail to do something  which causes you to
believe  you will have  difficulty  collecting  the  amount.[  owe you;  (8) any
collateral  securing  this  note is  used in a  manner  or for a  purpose  which
threatens  confiscation by a legal authority;  (9) 1 change my name or assume an
additional name without first notifying you before making such a change;  110) 1
fail to plant, cultivate and harvest crops in due season; (11) any loan proceeds
are used for a purpose  that will  contribute  to  excessive  erosion  of highly
erodible  land or to the  conversion  of  wetlands  to produce  an  agricultural
commodity, as further explained in 7 C.F.R. Part 1940, Subpart G, Exhibit M.

REMEDIES - If I am in default on this note you have, but are not limited to, the
following remedies:

   (1)  You may  demand  immediate  payment  of all I owe you  under  this  note
   (principal,  accrued unpaid interest and other accrued unpaid  charges).  (2)
   You may set off this debt  against  any right I have to the  payment of money
   from you, subject to the terms of the "SET-OFF" paragraph herein.

   (3) You may demand security, additional security, or additional parties to be
   obligated to pay this note as a condition for not using any other remedy. (4)
   You may refuse to make advances to me or allow purchases on credit by me.

   (5) You may use any remedy you have under state or federal law.
   (6) You may make use of any remedy given to you in any agreement securing
       this note.
   By selecting any one or more of these  remedies you do not give up your right
to use later any other remedy. By waiving your right to declare an event to be a
default, you do not waive your right to consider later the event a default if it
continues or happens again.

COLLECTION  COSTS AND ATTORNEY'S  FEES - I agree to pay all costs of collection,
replevin or any other or similar  type of cost if I am in default.  In addition,
if you  hire an  attorney  to  collect  this  note.  I also  agree  to pay  any.
reasonable fee costs (except Where  prohibited by law). I agree that "reasonable
attorney's  fees" shall be constructed to mean 10% of the principal sum named in
this note, or such larger fee that the court may determine to be reasonable  and
just. To the Extent permitted by the United States Bankruptcy Code, I also agree
to pay  reasonable  attorney  fees  and cost you  incur to  collect  his debt as
awarded by nay court exercising jurisdiction under the Bankruptcy Code.

WAIVER - I give up my rights to  require  you to do certain  things.  I will not
     require you to: (1) demand Payment of amounts due (presentment); (2) obtain
     Official certification of nonpayment (protest); or

(3) give notice that amounts due have not been paid (notice of dishonor). To the
extent  permitted by law, I also waive my right to a trial by jury in respect to
any  action  arising  from  this  note  and  any  other  agreement  executed  in
conjunction with this credit  transaction.  I waive any defenses I have based on
sureship or impairment of collateral.

OBLIGGATIONS  INDEPENDENT - I understand  that I must pay this note someone else
has also  agreed to pay it (by,  for  example,  signing  this form or a separate
guarantee or endorsement).  You may sue me a, or anyone else who is obligated on
this note,  or any number of us together to collect  this note.  You may without
notice release any party to this agreement without releasing any other party. it
you give up any of your rights,  with or without  notice,  it will not affect my
duty to pay this note.  Any  extension of new credit to any of us, or renewal of
this note by all or less than all of us will pot  release me from my duty to pay
it. (Of course,  you are entitled to only one payment in full.) I agree that you
may at your option extend this note or the debt represented by this note, or any
portion of the note or debt,  from time to time without  limit or notice and for
any term  without  affecting  my  liability  for payment of the note. I will not
assign my obligation under this agreement  without your prior written  approval.
CREDIT  INFORMATION - I agree and  authorize  you to obtain  credit  information
about me from time to time (for example,  by requesting a credit  report) and to
report to others  your  credit  experience  with me (such as a credit  reporting
agency).  I agree to provide  you,  upon  request,  any  financial  statement or
information you may deem necessary.  I warrant that the financial statements and
information I provide to you are or will be accurate, correct and complete.

SIGNATURES:  I GREE TO THE TERMS OF THIS NOTICE (INCLUDING THOSE ON PAGES 1
AND 2). I have received a copy on toady's date.

STRATCOMM MEDIA USA, INC._____________________________________________________

JOESPH H LANDIS, CHIEF EXEC OFFICER___________________________________________

PAUL SERLUCO, CHIEF FINAN OFFICER_____________________________________________

Signature for lender:  ANNE K FRAY, EXECUTIVE VISE PRESIDNET__________________

<PAGE>

BANKFIRST
15119 US HWY 441
EUSTIS, EL 32726
STRATCOMM MEDIA U.S.A., INC.
1947 LEE ROAD
WINTER PARK, FL 32789





Account holder's name and address: I: means the account holder named above. It
there is more than one, "I" means all account holders jointly and each account
holder separately.

Assignment of deposit or share account: For value received, I assign and
transfer to you, and I give you a security interest in the following account(s):
BF CD #0300007576 AND BF CD #0300007559 BOTH IN THE NAIVE OF STRATCOMM MEDIA
U.S.A., INC.

and any renewals or substitutions. These account(s) will be referred to as the
collateral in the rest of this agreement. The collateral is held with:

BANKFIRST
15119 US NWY 441
EUTIS, FL  32726

which will be referred to as the depository in the rest of this  agreement.  The
collateral  includes all funds now in the accounts  listed plus all additions of
any kind and from any  source,  made at any  time  before  the  release  of this
agreement in writing.

Secured debt(s): This agreement is made to secure the payment of:
    [   ]  all present and future debts, of every kind and description which:

may now or hereafter  owe to you, no matter how or when these debts  arise.  (We
intend this paragraph to be very broad.  For example,  "debts"  include loans or
credit  purchases,  made by or transferred to you, as well as debts arising from
any  other  relationship  such  as  chuck  overdrafts,  forgeries,  or  returned
deposits.  These also include debts arising from any capacity [maker,  co-maker,
endorser, surety, guarantor].) It more than one person or entity is listed, then
all joint and separate debts of all those listed are secured.

[X]  the  following   described   debt(s),   plus  all   extensions,   renewals,
modifications and substitution  NOTE AM SECURITY  AGREEMENT DATED 4/23/98 IN THE
AMOUNT OF $300,000.00.

Additional  terms:Additional  terms:  The following  terms are also part of this
   agreement:  (1) This agreement will last until you release it in writing, and
   you are not required to release it until the secured  debts are paid in full.
   (2) While this agreement is in effect, neither I not anyone also (except you,
   the secured party) can withdraw all or any part of the collateral.

(3) No joint owner, beneficiary, surviving spouse or representative of my estate
gets any rights in the  collateral in the event of my death or incapacity  until
the secured debts are paid in full.

(4) You have the right to withdraw all or any part of the  collateral  and apply
the withdrawal toward the payment of the secured debt(s), even if the withdrawal
causes a penalty.  If a secured debt is in default you can  exercise  this right
without  any  notice to me or my  consent  (unless  such  notice or  consent  is
required  by law and cannot be  waived).  You have the right to sign my name for
sign your name as my attorney in fact) to  exercise  the rights  given to you in
this agreement.

(5) 1 represent and promise that no other person or entity has any rights in the
collateral  that have  priority over those I am giving you here and that no part
of the  collateral  is exempt or protected by law from this  agreement.  (6) The
rights and  remedies I am giving you here are in  addition  to any stated in any
other agreements.  It there is more than one debt secured, more than one type of
collateral  (including  collateral  outside of this  agreement) or more than one
debtor liable,  it is entirely in your  discretion as to the order (7) 1 neither
assume nor am excused  from  personal  liability  for any of the  secured  debts
merely by making this  agreement;  my personal  liability  will be determined by
referring to other documents.  I do assume personal liability for the warranties
and representation  (8) A debt secured by this agreement  (whether  specifically
listed or not) includes all sums that could  possible be due under the debt. (9)
I  specifically  request  and direct  the  depository  to honor and accept  this
agreement and its terms.

Signature(s) of account  holder(s):  By signing here we accept the terms of this
agreement and acknoledgment receipt of this copy.

By: _____________________________________________________

JOESPH H LANDIS, CHIEF EXECUTIVE OFFICER

By: ______________________________________________________

PAUL SELUCO, CHIEF FINANCIAL OFFICER

-----------------------------------------------------------------------------
<TABLE>
<CAPTION>

<S>                                         <C>                                                      <C>

NOTICE TO DEPOSITORY:                        ACKNOLEDGMENT BT THE DEPOSITORY:                         RELEASE BY SECURED PARTY:
DATE:                                        DATE:  APRIL 23, 1998                                    Date:
To:                                          To: BANKFIRST                                            To:

[  ]  this confirms our oral notice dated:


Please take notice of this agreement. Please      We have received your notice of this agreement.  We  This is to  advise  you  that
the assignment and security
confirm your receipt of this notice and              agree that no account holder or any other person  interest  in  the  collateral
described above has been released
your acceptance of its terms by completing           (other than you, the secured party) has any right and       the        original
certificate, or passbook or other
the acknowledgement portion and returning            to make any withdrawals from the collateral until evidence  of  the  collateral
(if any) has been returned
a copy to the secured party.                         This agreement is released in writing by you.        to the account holder(s).

By:                                         By:                                         By:

-------------------------------------       -----------------------------------------   -----------------------------------------

for the secured party                       for the depository                          for the secured party

</TABLE>

SIGNATURES: I AGREE TO THE TERMS OF THIS LINE OF CREDIT. I HAVE RECEIVED A COPY
ON TODAY'S DATE.  STRATCOMM MEDIA U.S.A. ,-INC-
                                                             (page I of 1)
      STRATCOMM MEDIA U.S.A., INC.  BANKFIRST
      1947 LEE ROAD                 15119 US HWY 441    Line of Credit No
      WINTER PARK, EL 32789         EUSTIS FL 32726     Date :  APRIL 23, 1998
                                                     Max credit amt. $300,000.00
      BORROWER'S NAME AND ADDRESS LENDER'S NAME AND ADDRESS Loan Ref #. You have
extended  to me a line of credit in the  AMOUNT of THREE  HUNDRED  THOUSAND  AND
NO/100 ____________________________$ 300,000.00 .

--------------------------------------------------------------------
Although  the line of credit  expires on that date,  I will remain  obligated to
perform  all my  duties  under  this  agreement  so long as I owe you any  money
advanced  according to the terms of this agreement,  as evidenced by any note or
notes I have signed  promising to repay these  amounts This line of credit is an
agreement  between you and me. It is not intended  that any third party  receive
any benefit from this agreement,  whether by direct payment, reliance for future
payment or in any other manner. This agreement is not a letter of credit.

1.  AMOUNT:  This line of credit is:
[X]  OBLIGATORY: You may not refuse to make a loan to me under this line of
credit unless one of the following occurs:
a.       I have borrowed the maximum amount available to me;
b.       This line of credit has expired;
c.       I have defaulted on the note (or notes) which show my indebtedness
         under this line of credit;
d.       I have violated any term of this line of credit or any note or other
         agreement entered into in connection with this line of credit;
e.       SUBJECT TO ANUUAL FINACIAL REVIEW___________________________
                  ==============================================================

[ ]  DISCRETIONARY  : You may  refuse  to make a loan to me under  this  line of
credit once the aggregate outstanding advances equal or exceed

                  ----------------------------------------------------------.

Subject to the obligatory or discretionary limitation above, this line of credit
is:

                  [ X] OPEN-END (Business or Agricultural only): I may borrow up
to the maximum amount of principal more than one time.

                  [   ] CLOSED-END: I may borrow up to the maximum only
one time.

2. PROMISSORY NOTE: I will repay any advances made according to this line of
credit agreement as set out in the promissory note, I signed on________
                     APRIL 23, 1998___________, or any note(s) I sign at a later
time which represent advances under this

agreement. The note(s) set(s) out the terms relating to maturity, interest rate,
repayment and advances.  If indicated on the promissory  note, the advances will
be made as follows  _______SUBJECT  TO ANNUAL  FINANCIAL REVIEW AND PER CUSTOMER
REQUEST____

---------------------------------------------------------------------------
3. RELATED DOCUMENTS: I have signed the following documents in connection with
this line of credit and note(s) entered into accordance with this line of
credit:
                  [X] security  agreement dated APRIL 23, 1998 [X] ASSIGNMENT OF
                  ACCOUNT               [               ]               mortgage
                  dated______________________________________   [X]  DOCUMENTARY
                  STAMP           LETTER          [          ]          guaranty
                  dated_______________________________________        [        ]
                  -------------------------------

4. REMEDIES: If I am in default on the note(s) you may:
a.       take any action as provided in the related documents
b.       without notice to me, terminate this line of credit.
                           By selecting any of these remedies you do not give up
your  right to later use any other  remedy,  By  deciding  not to use any remedy
should I

5. COSTS AND FEES: If you hire an attorney to enforce this agreement I'll pay
your reasonable attorney's fees, where permitted by law. I will also pay your
court costs and costs of collection, where permitted by law.
6.  COVENANTS:  For A long as this line of credit is in effect  or I owe You
money for  advances  made in  accordance  with the line of credit, I will do the
following:
a. maintain books and records of my operations relating to the need for this
line of credit;
b. permit you or any of your representative to inspect and/or copy these records
c. provide to you any documentation requested by you which support the reason
for making any advance under the line of this credit;
d. permit you to make any advance payable to the seller(or seller and me) of any
items being purchased with that advance;
e. ____________________________________________________________________________
   ----------------------------------------------------------------------------

7. NOTICES: All notices or other when correspondence with me should be sent to
my address stated above. The notice or correspondence shall be effective when
deposited in the mail, first class, or delivered to me in person.
8. MISCELLANEOUS: This line of credit may not be changed except by a written
agreement signed by you and me. The law of the state in which you are located
will govern this agreement.  Any term of this agreement which is contrary to
applicable law will not be effective, unless the law permits you and me to
agree to such a violation.
FOR THE LENDER        SIGNATURES: IAGREE TO THE TERMS OF THIS LINE OF CREDIT.
                      I HAVE RECEIVED A COPY ON TODAY"S DATE.
ANNE K. FRAY          STRATCOMM MEDIA USA, INC.
TITLE: EXECUTIVE VICE PRESIDENT             By:
                                            JOESPH H LANDIS, CHIEF EXEC OFFICER
                                            By

                                            PAUL SERLUCO, CHIEF FINAN OFFICER

<PAGE>

STRATCOMM MEDIA USA, INC.
1947 LEE ROAD                    BANKFIRST             Loan Number______________
WINTER PARK, FL  32789           15119 US HWY 441      Dat  APRIL 23, 1998
                                 EUSTIS, FL  32726     Mat. Due _ON DEMAND___
BORROWERS NAME AND ADDRESS       LENDER'S NAME AND
                                      ADDRESS          Loan Amount $_300,000.00_
-----------------------------------------------------------------------------

I  hereby  authorize  and  request  the  following  disbursement  from  the loan
reference above:

a.      Amount given directly to me         $   298,600.00
b.     Amount paid on my account (#_____________)             $
c.       To lender amounts paid to others on my behalf        $  350.00
d.       To property insurance company      $
e.       To credit line insurance company   $
f.       To disability insurance company    $
g.       To public officials                $
h.       DOCUMENTARY STAMP TAX              $  1,0500.00
i.
j.
k.
l.
m.
n.
o.
p.
q.

Comments                                 STRATCOMM MEDIA USA, INC

                                       By:

                                             JOESPH H LANDIS, CHIEF EXEC OFFICER
                                       By:

Loan officer:                                PAUL SERLUCO, CHIEF FINAN OFFICER


<PAGE>

 (page I of 1)
      CORPORATE AUTHORIZATION RESOLUTION

      BANKFIRST                              By:  STRATCOMM MEDIA USA, INC.
      15119 US HWY 441                               1947 LEE ROAD
      EUSTIS, FL 32726                               WINTER PARK, FL  32789
A. I,  LEN  ARNOFF  certify  that I am  Secretary  (clerk)  of the  above  named
Corporation  organized  under the laws of FLORIDA  Federal  Employer IND. Number
59-3131730, engaged in business under the trade name of STRATCOMM MEDIA U.S.A. ,
and that the following is a correct copy of resolutions  adopted at a meeting of
the Board of Directors of this  corporation duly and properly called and held on
APRIL 23, 1998 . These  resolutions  appear in the  minutes of this  meeting and
have not been rescinded or modified.

B. Be it resolved that,
(1) The Financial  Institution named above is designated as a depository for the
funds of this corporation.

(2) This  resolution  shall continue to have effect until express written notice
of its  rescission  or  modification  has been  received  and  recorded  by this
Financial  Institution.  (3) All  transactions,  if  any,  with  respect  to any
deposits,  withdrawals,  rediscounts  and  borrowings  by or on  behalf  of this
corporation  with  this  Financial  Institution  prior to the  adoption  of this
resolution are hereby ratified,  approved and confirmed.  (4) Any of the persons
named below, so long as they act in a representative  capacity as agents of this
corporation,  are  authorized to make any and all other  contracts,  agreements,
stipulations and orders which they may deem advisable for the effective exercise
of  the  powers  indicated  below,   from  time  to  time  with  this  Financial
Institution,  concerning funds deposited in this Financial  Institution,  moneys
borrowed from this Financial Institution or any other business transacted by and
between  this  corporation  and  this  Financial   Institution  subject  to  any
restrictions stated below.

(5) Any and all prior  resolutions  adopted  by the Board of  Directors  of this
corporation  and  certified  to this  Financial  Institution  as  governing  the
operation of this corporation's account(s), are in full force and effect, unless
supplemented or modified by this authorization.

(6)  This  corporation  agrees  to the  terms  and  conditions  of  any  account
agreement,   properly  opened  by  any  authorized   representative(s)  of  this
corporation,  and authorizes the Financial Institution named above, at any time,
to charge this  corporation  for all checks,  drafts,  or other orders,  for the
payment of money, that are drawn on this Financial Institution, regardless of by
whom or by what means the facsimile  signature(s)  may have been affixed so long
as they  resemble  the  facsimile  signature  specimens  in  section  C. (or the
facsimile  signature  specimens that this corporation  files with this Financial
Institution from time to time) and contain the required number of signatures for
this purpose.

C. If indicated, any person listed below (subject to any expressed restrictions)
is authorized to:
(A) JOSEPH H. LANDIS, CHIEF EXEC OFFICER
(B) PAUL SERLUCO, CHIEF FINANCIAL OFFICER
(C)
(D)

      Indicate A, B, C and/or D

      A      B  (1)Exercise  all of the all of the powers  listed in (2) through
             (6).  (2) Open any  deposit or checking  account(s)  in the name of
             this corporation.

             (3) Endorse checks and orders for the payment of money and withdraw
             funds  on  deposit  with  this  Financial  Institution.  Number  of
             authorized  signatures required for this purpose . (4) Borrow money
             on behalf and in the name of this  corporation,  sign,  execute and
             deliver promissory notes or other evidences of indebtedness. Number
             of authorized  signatures  required for this purpose . (5) Endorse,
             assign,  transfer,  mortgage or pledge bills receivable,  warehouse
             receipts,  bills of lading,  stocks,  bonds,  real  estate or other
             property  now  owned  or  hereafter   owned  or  acquired  by  this
             corporation  as security  for sums  borrowed,  and to discount  the
             same,  unconditionally  guarantee  payment  of all bills  received,
             negotiated or discounted and to waive demand, presentment, protest,
             notice of protest and notice of  non-payment.  Number of authorized
             signatures  required for this purpose (6) Enter into written  lease
             for the purpose of renting and  maintaining  a Safe  Deposit Box in
             this Fi cial Institution.  Number of authorized persons required to
             gain access and to terminate the lease

D. I further certify that the Board of Directors of this corporation has, and at
the time of adoption of this resolution had, full power and lawful  authority to
adopt the foregoing  resolutions and to confer the powers granted to the persons
named who have full power and lawful authority to exercise the same.

                             In Witness Whereof,  I have hereunto  subscribed my
name and affixed the seal of this corporation on

IMPRINT                                              APRIL 23, 1998
SEAL
HERE

                                               JOESPH H LANDIS

                                               LEN ARNOFF


<PAGE>

                            DOCUMENTARY STAMP LETTER

BankFIRST
15119 US HWY 441
EUSTIS, FL 32726





      Re:  Loan Agreement between Stratcomm Media U.S.A., Inc. and BankFIRST
dated April 23, 1998.

Gentlemen:

      Reference is made to the  above-captioned  loan agreement,  under which we
      are financing a Line of Credit in the amount of Three Hundred Thousand and
      No/100 Dollars  ($300,000.00) through your finance department in the bank.
      It is  understood  that  the  only  documentary  stamps  which  have  been
      purchased  in  connection  with this  transaction  have been placed on the
      notes mentioned in the agreement, and that should it later prove necessary
      to  place  state  documentary  stamps  on the  paper  in  each  individual
      'transaction, we will hold BankFIRST harmless and guarantee payment of all
      such  additional  documentary  stamps that may be necessary to purchase in
      the future.

      This will also include any stamps that have to be purchased  for contracts
      for individual transactions negotiated under the abovecaptioned  agreement
      prior to the date of this letter.

ACKNOWLEDGED:

Stratconm Media U.S.A., Inc.


By:                                                                    (SEAL)
Joseph H. Landis
Chief Executive Officer

By                                                                     (SEAL)
      Paul Serluco
      Chief Financial Officer

Date:

<PAGE>

CORPORATE AUTHORIZATION RESOLUTION

      BANKFIRST                              By:  STRATCOMM MEDIA USA, INC.
      15119 US HWY 441                               1947 LEE ROAD
      EUSTIS, FL 32726                               WINTER PARK, FL  32789
A. I,  LEN  ARNOFF  certify  that I am  Secretary  (clerk)  of the  above  named
Corporation  organized  under the laws of FLORIDA  Federal  Employer IND. Number
59-3131730, engaged in business under the trade name of STRATCOMM MEDIA U.S.A. ,
and that the following is a correct copy of resolutions  adopted at a meeting of
the Board of Directors of this  corporation duly and properly called and held on
APRIL 23, 1998 . These  resolutions  appear in the  minutes of this  meeting and
have not been rescinded or modified.

B. Be it resolved that,
(1) The Financial  Institution named above is designated as a depository for the
funds of this corporation.

(2) This  resolution  shall continue to have effect until express written notice
of its  rescission  or  modification  has been  received  and  recorded  by this
Financial  Institution.  (3) All  transactions,  if  any,  with  respect  to any
deposits,  withdrawals,  rediscounts  and  borrowings  by or on  behalf  of this
corporation  with  this  Financial  Institution  prior to the  adoption  of this
resolution are hereby ratified,  approved and confirmed.  (4) Any of the persons
named below, so long as they act in a representative  capacity as agents of this
corporation,  are  authorized to make any and all other  contracts,  agreements,
stipulations and orders which they may deem advisable for the effective exercise
of  the  powers  indicated  below,   from  time  to  time  with  this  Financial
Institution,  concerning funds deposited in this Financial  Institution,  moneys
borrowed from this Financial Institution or any other business transacted by and
between  this  corporation  and  this  Financial   Institution  subject  to  any
restrictions stated below.

(5) Any and all prior  resolutions  adopted  by the Board of  Directors  of this
corporation  and  certified  to this  Financial  Institution  as  governing  the
operation of this corporation's account(s), are in full force and effect, unless
supplemented or modified by this authorization.

(6)  This  corporation  agrees  to the  terms  and  conditions  of  any  account
agreement,   properly  opened  by  any  authorized   representative(s)  of  this
corporation,  and authorizes the Financial Institution named above, at any time,
to charge this  corporation  for all checks,  drafts,  or other orders,  for the
payment of money, that are drawn on this Financial Institution, regardless of by
whom or by what means the facsimile  signature(s)  may have been affixed so long
as they  resemble  the  facsimile  signature  specimens  in  section  C. (or the
facsimile  signature  specimens that this corporation  files with this Financial
Institution from time to time) and contain the required number of signatures for
this purpose.

C. If indicated, any person listed below (subject to any expressed restrictions)
is authorized to:
(A) JOSEPH H. LANDIS, CHIEF EXEC OFFICER
(B) PAUL SERLUCO, CHIEF FINANCIAL OFFICER
(C)
(D)

      Indicate A, B, C and/or D

      A      B  (1)Exercise  all of the all of the powers  listed in (2) through
             (6).  (2) Open any  deposit or checking  account(s)  in the name of
             this corporation.

             (3) Endorse checks and orders for the payment of money and withdraw
             funds  on  deposit  with  this  Financial  Institution.  Number  of
             authorized  signatures  required  for this purpose -2- . (4) Borrow
             money on behalf and in the name of this corporation,  sign, execute
             and deliver  promissory  notes or other evidences of  indebtedness.
             Number of authorized signatures required for this purpose . -2- (5)
             Endorse,  assign,  transfer,  mortgage or pledge bills  receivable,
             warehouse receipts,  bills of lading, stocks, bonds, real estate or
             other  property  now owned or  hereafter  owned or acquired by this
             corporation  as security  for sums  borrowed,  and to discount  the
             same,  unconditionally  guarantee  payment  of all bills  received,
             negotiated or discounted and to waive demand, presentment, protest,
             notice of protest and notice of  non-payment.  Number of authorized
             signatures  required  for this  purpose -2- (6) Enter into  written
             lease for the purpose of renting and maintaining a Safe Deposit Box
             in this Fi cial Institution.  Number of authorized persons required
             to gain access and to terminate the lease -2-

D. I further certify that the Board of Directors of this corporation has, and at
the time of adoption of this resolution had, full power and lawful  authority to
adopt the foregoing  resolutions and to confer the powers granted to the persons
named who have full power and lawful authority to exercise the same.

                             In Witness Whereof,  I have hereunto  subscribed my
name and affixed the seal of this corporation on

IMPRINT                                              APRIL 23, 1998
SEAL
HERE

                                               JOESPH H LANDIS

                                               LEN ARNOFF


<PAGE>