Exhibit 10.18  Mortgage Agreement with 1st Naitonal Bank of Central Florida

<PAGE>

Exhibit 10.18  Mortgage Agreement with 1st Naitonal Bank of Central Florida


                SCHEDULE OF DOCUMENTS RELATING TO THE
                     $650,000.00 MORTGAGE LOAN

                               FROM

             IST NATIONAL BANK OF CENTRAL FLORIDA ("Lender")

                             IN FAVOR OF
                    STRATCOMM MEDIA, U.S.A., INC. and
             STRATCOMM MEDIA, LTD. (collectively the "Borrower")

                       DATED: February 1, 1999

                             15444/88683

1. Mortgage  Note in the principal  sum of  $650,000.00,  payable by Borrower in
   favor Of Lender, dated February 1, 1 999;
2. Mortgage,  Assignment of Rents and Security  Agreement  executed by Stratcomm
   Media,  U.S..A.,  Inc. ("USA") in favor of Lender, dated February 1, 1999 and
   recorded  February 4, 1999 in Official  Records Book 5674, Page 3959,  Public
   Records of' Orange County, Florida;
3. UCC-1 Financing  Statement executed by USA, as Debtor, in favor of Lender, as
   Secured Party,  and recorded  February 4, 1999 in Official Records Book 5674,
   Page 3974, Public, Records of Orange County, Florida;

4. UCC-1 Financing  Statement executed by USA, as Debtor, in favor of Lender, as
   Secured Party,  and filed with the Florida  Secretary of State on February 8,
   1999, under File No. 99-0000028024;

5. Real Estate Loan and Security  Agreement  dated  February 1, 1999 executed by
   and between the Borrower and the Lender;
6. Americans With  Disabilities  Act Compliance  and  Indemnification  Agreement
   executed by and between the Borrower and the Lender, dated February 1, 1999;
7. Hazard Insurance and Title Insurance Anti-Coercion Statement executed by USA,
   dated  February  1999;
8. Flood Hazard Insurance Agreement executed by the Borrower,  dated February 1,
   1999;

9. Notice to Borrower of Special  Flood  Hazard  Area,  dated  February 1, 1999;
10.Affidavit of Commercial Loan Purpose executed by the Borrower, dated
   February 1, 1999;
11.Owner's   Affidavit  of  the  Borrower,   dated  February  1,  1999;  12.Post
Closing/Further Assurance Agreement executed by the Borrower dated

   February 1, 1999.
OR176028;1


<PAGE>

SCHEDULE OF DOCUMENTS RELATING TO S650,000.00 MORTGAGE LOAN FROM
IST NATIONAL BANK OF CENTRAL FLORIDA
IN FAVOR OF STRATCOMM MEDIA, U.S.A., INC. AND STRATCOMM MEDIA, LTD.
DATED December 29,1998


13.  Corporate Certificate of USA dated February 1, 1999, with attached Articles
     of   Incorporation,   Certificate  of  Good  Standing  and  Resolutions  of
     Directors;
14.  Corporate  Certificate of Stratcomm Media, Ltd. dated February 1, 1999,
     with attached  Articles  of  Incorporation,  Bylaws and Minutes of the
     Meeting of the Board of  Directors;
15.  Loan  Closing  Statement  by and between  the  Borrower  and Lender,  dated
     December 29, 1998;
16.  First   American   Title   Insurance   Company  Loan  Title  Policy  Number
     FA-36-209205;  and Survey  prepared by Shannon  Surveying dated January 21,
     1999.

OR176028;1


<PAGE>

                                  MORTGAGE NOTE

DATE OF NOTE:       February 1, 1999,

AMOUNT OF NOTE:     $630,000.00.

INTEREST RATE:      During the initial four (4) year period commencing on the
                    date of this Note (the "Initial Period"),  interest shall
                    accrue out the outstanding  principal balance
                    thereof at a rate equal to 7.75% per annum, fixed;
                    thereafter until the Maturity Date (the "Remaining Period"),
                    commencing  upon the conclusion of the Initial Period and
                    again upon the seventh (7th)  anniversary of the closing of
                    the Loan, respectively (each, a "Change Date"), Interest
                    Rate shall be fixed at the rate of interest,  per annum,
                    equal to the then highest  (determined two (2) business
                    days prior to each Change Date, for the period  commending
                    from that date until either the next Change Date or the
                    Maturity Date, as the case may be;  provided, however,  the
                    applicable  "Interest  Rate" shall not exceed the maximum
                    rate of interest  permitted  by law.  All interest accruing
                    under  this Note shall be computed on a 360 day basis (i.e.,
                    interest for each day during which the Amount of Note is
                    outstanding  shall be computed at are Interest  Rate divided
                    by 360, for the actual  number of days  elapsed).

PAYMENT:            Initial  Period.  During the  Initial Period, Borrower shall
                    make to Lender consecutive monthly payments of principal
                    and interest (at the Interest Rate), each in the amount of
                    $6,118.29  commencing on the First  installment Payment Date
                    and  continuing  on the same day of each month thereafter,
                    based on a fifteen (15) year amortization.

                    Remaining  Period.  After  the  conclusion  of  the  Initial
                    Period, and during the Remaining Period, Borrower shall make
                    consecutive  monthly payments of principal and interest,  at
                    the applicable  Interest Rate, to Bank  recalculated on each
                    Change  Date  in  conjunction  with  the  adjustment  of the
                    Interest   Rate,   all   based  on  a   fifteen   (15)  year
                    amortization, each on the same day of each month as was made
                    during  the  Initial   Period.   A  final   payment  of  all
                    outstanding  principal and accrued but unpaid interest shall
                    be payable on the Maturity Date.

FIRST INSTALLMENT
PAYMENT DATE:       March 1, 1999.

MATURITY DATE-      February 1, 2009.

PREPAYMENT:         This Note may be prepaid in full or in part without penalty.

                    Any such  prepayment  shall include,  but not be limited to,
                    the  outstanding  principal,  together  with all accrued and
                    unpaid  interest,  late payment charges and any other unpaid
                    sums hereunder and under the Mortgage.

SECURITY            FOR NOTE:  Payment of this Note is secured by,  inter alia a
                    Mortgage, Assignment of Rents and Security Agreement of even
                    date herewith, from STRATCOMM MEDIA, U.S.A., INC., a Florida
                    corporation    to   Lender    (the    "Mortgage")    to   be
                    contemporaneously  recorded in the Public  Records of Orange
                    County,  Florida,  each  creating  a security  interest  in.
                    captain collateral described therein.


<PAGE>

         FOR  VALUE  RECEIVED,   STRATCOMM  MEDIA,   U.S.A.,   INC.,  a  Florida
corporation,  having an address of 1947 Lee Road, Winter Park, Florida 32789 and
STRATCOMM  MEDIA,  LTD.,  an  entity  organized  under  the  laws  of the  Yukon
Territory,  Canada,  having an address of 1984 Lee Road,  Winter  Park,  Florida
32789,  (collectively,  the  "Borrower")  promise  to pay to  the  order  of IST
NATIONAL BANK OF CENTRAL FLORIDA, a national banking association,  whose address
is 2160 State Road 434 West,  P.O.  box 913900,  Longwood,  Florida  32779-3900,
Attention:   Commercial  Loan  Administration  Department  (the  "Lender"),  its
successors  and  assigns,  the  Amount  of Note or so much  thereof  as shall be
advanced pursuant to the terms hereof and the Mortgage,  at the above address of
the Lender or such other place that Lender may  designate in writing to Borrower
from time to time,  in lawful money of the United  States of America at the time
of payment, together with interest, at the Interest Rate, on the terms set forth
herein. TIME IS OF THE ESSENCE OF THIS NOTE.

         This Note is subject to all of the agreements,  conditions,  covenants,
provisions  and  stipulations  contained  in the  mortgage  and the  other  loan
documents  executed in  connection  therewith  and herewith  (together  with the
Mortgage, collectively, the "Loan Documents"), and Borrower covenants and agrees
to keep and perform  them, or cause them to be kept and  performed,  strictly in
accordance  with their  terms.  Any  default by  Borrower  under any of the Loan
Documents may, at Lender's option, be treated as an event of default hereunder.

         If any  installment  of interest or principal and interest or any other
payment is not paid  within ten (10)  calendar  days of the due date  applicable
thereto under the terms of this Note, or of the other Loan Documents, then there
shall  also be  immediately  due and  payable a late  charge at the rate of five
cents ($0.05) for each dollar of such delinquent payment.

         It is further understood,  however,  that should any default be made in
the payment of any  installment of principal or interest on the date on which it
shall fall due,  or in the  performance  of any of the  agreements,  conditions,
covenants, provisions or stipulations contained in this Note or any of the other
Loan Documents, then Lender, at its option and without notice to Borrower unless
expressly required elsewhere herein, may declare immediately due and payable the
entire unpaid  balance of principal  with interest  accrued  thereon at the then
otherwise  applicable  rate  specified  herein  above to the date of default and
thereafter at the Maximum Legal Rate (as defined herein) of interest  chargeable
to Borrower  ("Default  Rate") and all other sums due by Borrower  hereunder  or
under  the Loan  Documents,  anything  herein  or in the Loan  Documents  to the
contrary  notwithstanding  and payment  thereof may be enforced and recovered in
whole or in part at any time by one or more of the  remedies  provided to Lender
in this Note, the Mortgage or the other Loan Documents. In such case, Lender may
also  recover  all costs of suit and other  expenses  in  connection  therewith,
together  with  a  reasonable  attorney's  fee  for  collection,  together  with
interest, at the Default Rate, on any judgment obtained by Lender from and after
the date of any execution,  judicial or foreclosure sale until actual payment is
made to Lender of the full amount due Lender.

         The failure of the Lender to exercise  such  option to  accelerate  the
indebtedness  evidenced  hereby  shall not  constitute  a waiver of the right to
exercise such option at any other time so long as such event of default  remains
outstanding and uncured.

         The  remedies  of  Lender as  provided  herein,  or in the  other  Loan
Documents,  and the warrants contained herein or attached hereto or contained in
the other Loan Documents, shall be cumulative and concurrent, and may be pursued
singly,  successively or together at the sole  discretion of Lender,  and may be
exercised as often as occasion therefor shall occur; and the failure to exercise
any such right or remedy  shall in no event be  construed as a waiver or release
thereof.

         Borrower   hereby   waives  and  releases   all  errors,   defects  and
imperfections  in any  proceedings  instituted by Lender under the terms of this
Note or of the other Loan Documents, as well as all benefit that might accrue to
Borrower  by virtue of any  present  or future  laws  exempting  the  collateral
described in the Mortgage, or any other property,  real or personal, or any part
of the proceeds  arising from any sale of any such  property,  from  attachment,
levy or sale under  execution,  or  providing  for any stay of  execution  to be
issued  on any  judgment  recovered  on this  Note or in any  action to seek its
remedies under the Mortgage,  exemption from civil process, or extension of time
for payment;  and  Borrower  agrees that any real estate that may be levied upon
pursuant to OR145628;1 2

<PAGE>

a judgment  obtained by virtue hereof,  on any writ of execution issued thereon,
may be sold  upon any such  writ in whole  or in part in any  order  desired  by
Lender.

         Borrower and all endorsers,  sureties and guarantors hereby jointly and
severally waive  presentment for payment,  demand,  notice of demand,  notice of
nonpayment  or  dishonor,  protest  and notice of protest of this Note,  and all
other notices in connection with the delivery, acceptance, performance, default,
or enforcement of the payment of this Note, and they agree that the liability of
each of them shall be  unconditional,  joint and several,  without regard to the
liability  of any other  party,  and shall not be  affected in any manner by any
indulgence,  extension  of time,  renewal,  waiver or  modification  granted  or
consented to by Lender.  Borrower  and all  endorsers,  sureties and  guarantors
consent to any and all extensions of time,  renewals,  waivers or  modifications
that may be granted by Lender with respect to the payment or other provisions of
this Note,  and to the release of the  collateral or any part  thereof,  with or
without substitution, and agree that additional makers, endorsers, guarantors or
sureties may become parties  hereto  without  notice to them of affecting  their
liability hereunder.

         If any provision of this Note is held to be invalid or unenforceable by
a court of  competent  jurisdiction,  the other  provisions  of this Note  shall
remain in full  force and effect and shall be  liberally  construed  in favor of
Lender in order to effect the provisions of this Note. In addition,  in no event
shall the rate of interest payable hereunder exceed the maximum rate of interest
permitted to be charged by applicable  law  (including  the choice of law rules)
(hereinafter  the "Maximum  Legal Rate") and any interest  paid in excess of the
permitted  rate shall be refunded  to  Borrower.  Such  refund  shall be made by
application  of  the  excessive   amount  of  interest  paid  against  any  sums
outstanding  and shall be applied in such order as Lender may determine.  If the
excessive  amount of interest  paid  exceeds the sums  outstanding,  the portion
exceeding  the said sums  outstanding  shall be refunded in cash by Lender.  Any
such  crediting  or  refund  shall  not cure or waive any  default  by  Borrower
hereunder.  Borrower  agrees,  however,  that in determining  whether or not any
interest  payable under this Note exceeds the highest rate permitted by law, any
non-principal payment, including,  without limitation,  prepayment fees and late
charges,  shall be deemed to the extent permitted by law, to be an expense, fee,
premium or penalty rather than as interest.

         In  determining  whether or not the interest  paid or payable under any
specific  contingency  exceeds the ,Maximum  Legal Rate,  Lender  shall,  to the
maximum extent permitted under applicable law: (a) exclude voluntary prepayments
and the effects  thereof;  and (b) amortize,  prorate,  allocate and spread,  in
equal parts,  the total amount of interest  throughout  the entire  contemplated
term of this Note so that the  interest  rate is uniform  throughout  the entire
term of this Note;  provided,  that if this Note is paid and  performed  in full
prior to the end of the  full  contemplated  term  hereof,  and if the  interest
received for the actual  period of existence  thereof  exceeds the Maximum Legal
Rate,  Lender shall  refund to Borrower  the amount of such excess,  and in such
event,  no holder  shall be subject to any  penalties  provided  by any laws for
contracting for,  charging or receiving  interest in excess of the Maximum Legal
Rate.

         Lender shall not be deemed,  by any act of omission or  commission,  to
have  waived any of its rights or  remedies  hereunder  unless such waiver is in
writing and signed by Lender, and then only to the extent specifically set forth
in the writing. A waiver on one event shall not be construed as continuing or as
a bar to or waiver of any right or remedy to a subsequent event.

         This  instrument  shall be governed by and  construed  according to the
laws of the State of Florida. Borrower consents to the exclusive jurisdiction of
the  courts of the State of  Florida  in any and all  actions  and  proceedings,
whether arising hereunder or under any of the Loan Documents.

        Whenever used, the singular number shall include the plural,  the plural
the singular,  the use of any gender shall be applicable to all genders, and the
words "Lender" and "Borrower"  shall be deemed to include the respective  heirs,
personal representatives, successors and assigns of Lender and Borrower.

         This Note may not be amended or  modified,  nor shall any waiver of any
provision  hereof be effective,  except by an instrument in writing  executed by
Borrower and Lender. OR145628;1 3

<PAGE>

         Borrower  irrevocably  and  unconditionally  (a) agrees  that any suit,
action, or other legal proceeding arising out of or relating to this Note may be
brought,  at the  option  of the  Lender,  in a court of  record,  of  competent
jurisdiction  in the State of  Florida in Orange  County;  (b)  consents  to the
jurisdiction  of each such court in any such suit,  action,  or proceeding;  (c)
waives any objection  which it may have to the laying of venue of any such suit,
action, or proceeding in any of such courts;  and (d) agrees that service of any
court  paper may be  effected  on  Borrower  by mail,  addressed  and  mailed as
provided herein or in such other manner as may be provided under applicable laws
or court rules in said State.

         BORROWER HEREBY KNOWINGLY, VOLUNTARILY,  INTENTIONALLY, AND IRREVOCABLY
WAIVES THE RIGHT IT HAS TO A TRIAL BY JURY IN RESPECT TO ANY LITIGATION, WHETHER
IN CONTRACT OR TORT, AT LAW OR IN EQUITY, BASED HEREON, OR ARISING OUT OF, UNDER
OR  IN  CONNECTION   WITH  THIS  NOTE  AND  ANY  OTHER  DOCUMENT  OR  INSTRUMENT
CONTEMPLATED TO BE EXECUTED IN CONJUNCTION  HEREWITH,  OR ANY COURSE OF CONDUCT,
COURSE OF  DEALING,  STATEMENTS  (WHETHER  VERBAL OR  WRITTEN) OR ACTIONS OF ANY
PARTY  HERETO.  THIS  PROVISION  IS A MATERIAL  INDUCEMENT  FOR LENDER TO EXTEND
CREDIT TO OR  OTHERWISE  BECOME OR REMAIN A CREDITOR  OF BORROWER  AND  BORROWER
SHALL NOT SEEK TO  CONSOLIDATE  ANY ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED
WITH ANY ACTION IN WHICH A JURY TRIAL  CANNOT OR HAS NOT BEEN  WAIVED.  FURTHER,
BORROWER HEREBY  CERTIFIES THAT NO  REPRESENTATIVE  OR AGENT OF LENDER,  NOR THE
LENDER'S COUNSEL HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT LENDER WOULD NOT,
IN THE EVENT OF SUCH  LITIGATION,  SEEK TO ENFORCE  THIS WAIVER OF RIGHT TO JURY
TRIAL PROVISION.  NO REPRESENTATIVE OR AGENT OF THE LENDER, NOR LENDER'S COUNSEL
HAS THE AUTHORITY TO WAIVE, CONDITION, OR MODIFY THIS PROVISION.

         Borrower, intending to be legally bound hereby, has caused this Note to
be executed as of the day and year first above  written.  This Note  consists of
FOUR (4) pages.

BORROWER:
STRATCOMM MEDIA, U.S.A., INC.,
a Florida Corporation

By: _______________________________
     ROBERTO E. VEITIA, President

STRATCOMM MEDIA, LTD.,
an entity organized under the Yukon Territory, Canada

By:._______________________________
     ROBERTO E. VEITIA, President


OR145628;1

4
<PAGE>

THIS DOCUMENT WAS PREPARED BY AND SHOULD HE RETURNED TO:
C. YANKI SOKMENSUER, Esquire
AKERMAN, SENTERFITT St EIDSON, P.A.
 P.O. Box 231
Orlando, FL 32802-0231
(407) 843-7860




[GRAPHIC OMITTED][GRAPHIC OMITTED]
                                                           FOR CLERK'S USE ONLY

              MORTGAGF- ASSIGNMENT OF RENTS AND SECURITY AGREEMENT

         THIS MORTGAGE, made this 1st day of February, 1999, by STRATCOMM MEDIA,
U.S.A.,  INC., a Florida  corporation,  with an address of 1947 Lee Road, Winter
Park, Florida 32789 (hereinafter called  "MORTGAGOR"),  in favor of IST NATIONAL
BANK OF CENTRAL FLORIDA, a national banking association, with an address of 2160
State Road 434 West, P.O. Box 913900, Longwood,  Florida 32791- 3900, Attention:
Commercial Loan Administration Department (hereinafter "MORTGAGEE").

                             PRELIMINARY STATEMENT:

         WHEREAS,  MORTGAGOR and STRATCOMM  MEDIA,  LTD., an entity formed under
the  laws of the  Yukon  Territory  of  Canada  (hereinafter  called  "STRATCOMM
HOLDING") (MORTGAGEE and STRATCOMM HOLDING are hereinafter collectively referred
to as the  "BORROWERS")  have applied to the  MORTGAGEE for a mortgage loan (the
"Loan") in the principal  amount of  $650,000.00,  to be evidenced by a Mortgage
Note executed by the MORTGAGOR and STRATCOMM  HOLDING,  in favor of MORTGAGEE in
such amount, dated of even date herewith;

         WHEREAS, MORTGAGOR is a wholly owned subsidiary of STR.ATCOMM HOLDING;

         WHEREAS,  it is in the best interests of the BORROWERS that they obtain
the Loan and the  MORTGAGOR  encumber the Property  herein below  described,  to
secure the Loan and the other Obligations; and

         WHEREAS,  MORTGAGEE  has  agreed  to make  the  Loan to the  BORROWERS,
provided the MORTGAGOR grants to MORTGAGEE,  inter alia a mortgage lien upon and
security interest in the hereinafter  described  Property owned by the MORTGAGOR
to secure the Loan and the other Obligations (as hereinafter defined).

         NOW, THEREFORE, IN CONSIDERATION OF the premises and in order to secure
the payment of both the  principal,  interest  and any other sums payable on the
Note (as hereinafter defined),  this Mortgage,  and any other Loan Documents (as
hereinafter defined) and the performance and observance of all of the provisions
hereof and of said Note, this Mortgage and the Loan Documents,  MORTGAGOR HEREBY
MORTGAGES,  GRANTS AND CONVEYS TO MORTGAGEE,  and to its successors and assigns,
all of the MORTGAGOR'S  right,  title, and interest in, to and under all of that
real property described in Exhibit "A attached hereto.

<PAGE>

       TOGETHER  WITH, all fixtures,  and equipment used in connection  with the
real property and all Personal  property now or hereafter  affixed to,  attached
to,  placed  upon or  used  in any  way in  connection  with  the  Complete  and
comfortable  use,  occupancy or operation of the said real property,  all rents,
issues,  profits,  royalties,  Income and other  benefits  derived from the real
property,  all leases or  subleases  covering  the real  property or any portion
thereof,  now or hereafter  existing or entered into,  and all right,  title and
interest of MORTGAGOR thereunder;  all interests,  estates or other claims, both
in law and in equity,  which MORTGAGOR now have or may hereafter  acquire in the
real  property,  all  easements,  rights-of-way,  tenements,  hereditaments  and
appurtenances  thereof and thereto; all oil, gas and mineral rights and profits,
water  rights and water  stock of  MORTGAGOR  (including  any  consumptive  use,
surface water management or general permits),  all right,  title and interest of
MORTGAGOR,  now owned or hereafter acquired, in and to any land lying within the
right-of-way of any street or highway  adjoining the real property;  and any and
all  buildings,  fixtures,  improvements,  and  appurtenances  now or  hereafter
erected thereon or belonging  thereto,  (herein  referred to as "Improvement" or
"Improvements");  all of  MORTGAGOR'S  right,  title and  interest in and to any
judgments,  awards  of  damages,   condemnation  payments  an  and  settlements,
including interest thereon, and the right to receive the same, which may be made
with respect to the Property as a result of the exercise of the right of eminent
domain, the alteration of the side of any street, any other injury or a decrease
in the value of the Property, or proceeds of insurance awards; all deposits made
with, or other security given to, utility  companies by MORTGAGOR or any partner
of MORTGAGOR with respect to the Property; all of MORTGAGOR'S rights relating to
the  Property  or the  operation  thereof,  or  used  in  connection  therewith,
including,  without  limitation,  the  non-exclusive  right to use trade  names,
service marks and trademarks;  all rights to other permits,  authorizations  and
approvals  granted  the  MORTGAGOR  in regard to the  Property  such as, but not
limited to, all building permits, certificates of occupancy, etc.; all rights of
the MORTGAGOR to any contracts relating to the Property such as, but not limited
to, all contracts with any general contractors with regard to improvements to be
constructed on the Property, engineer contracts, architects contracts, etc.; all
monies,  accounts,  balances,  credits,  deposits,  collections,  drafts, bills,
notes,  securities  and any other  property  of every kind and  nature  (whether
tangible or intangible)  no owned or hereafter  acquired by the MORTGAGOR and at
any time in the actual or  constructive  possession  of (or in  transit  to) the
MORTGAGEE  or its  correspondents  or agents in any capacity or for any purpose;
and,  together  with all proceeds  thereof.  All of the  foregoing  property and
interests are herein collectively referred to as the "Property".

         MORTGAGOR  hereby  grants  to  MORTGAGEE  a  security  interest  in the
foregoing  described tangible and intangible  personal  property.  This Mortgage
shall be construed  as a mortgage of both real and  personal  property and shall
also constitute a "security agreement" within the meaning of, and shall create a
security interest under the Uniform  Commercial Code, as adopted by the State of
Florida, with respect to the personal property and fixtures referred to above.

         This MORTGAGE is given to secure:

         ONE: Payment of the indebtedness evidenced by a certain promissory note
executed by the  BORROWER,  dated of even date  herewith in the principal sum of
SIX HUNDRED FIFTY THOUSAND DOLLARS and NO/100 DOLLARS ($650,000.00) (hereinafter
referred to as the "Note") and  interest  thereon  according to the terms of the
Note  with any and all  extensions,  renewals,  modifications  or  substitutions
thereof  and each and every debt,  liability  and  obligation  of every type and
description, including guarantees or accommodations,  which BORROWERS may now or
at any time  hereafter  owe or be  obligated  to  MORTGAGEE  whether  such debt,
liability or obligation now exists, is direct or indirect, due or to become due,
absolute or contingent,  primary or secondary,  liquidated or  unliquidated,  or
joint, several, or joint and several.

         TWO:  Payment of all other moneys  herein agreed or provided to be paid
by BDRROWEPS  including  sums  advanced or expended by  MORTGAGEE,  and interest
thereon,  purs4nt to the provisions hereof, and including specifically,  without
limitation,  sums  advanced or expended by MORTGAGEE  for the  protection of the
Property or for the protection of the interest of MORTGAGEE in the Property.

OR145627:1

2
<PAGE>

         THREE: Performance and discharge of each and every obligation,  promise
and agreement of BORROWERS herein contained or incorporated herein by reference,
including without limitation each and every obligation, promise and agreement of
BORROWERS contained in any and all security agreements, supplemental agreements,
assignments  of lessor's  interest in leases,  or other  instruments of security
executed by BORROWERS as of even date herewith or at any time  subsequent to the
date hereof for the purpose of further securing any indebtedness hereby secured,
or any part thereof, or any further  advancements or further or additional loans
of any sums hereafter made by MORTGAGEF to BORROWERS  during the  continuance of
this  mortgage  and  secured  hereby,  or for the  purpose of  supplementing  or
amending  this  Mortgage  or  any  instrument   secured   hereby,   (hereinafter
collectively referred to as the "Loan Documents").

         The Note and all such debts,  liabilities,  and obligations referred to
in  Paragraphs  One,  Two and  Three  above,  are all  collectively  hereinafter
referred to as "Obligations".

         BORROWERS warrant, covenant and agree as follows:

         1.  PAYMENT AND PERFORMANCE: BORROWERS shall pay and perform the
Obligations when due.

         2.  WARRANTY OF TITLE:  MORTGAGOR is lawfully  seized and  possessed of
good  and  indefeasible  title  to  its  interests  in  the  Property  as  noted
hereinabove,  and MORTGAGOR hereby warrants the Property to be free and clear of
all liens and  encumbrances  not set out in the mortgagee title insurance policy
insuring MORTGAGEE'S lien granted by this mortgage (the "Permitted Exceptions"),
and MORTGAGOR  will defend the title against any claims by any party at any time
during the term of this Mortgage.  MORTGAGOR has full power and lawful authority
to  mortgage  the  Property  in the  manner  and form  herein  done or  intended
hereafter  to be done.  MORTGAGOR  will  preserve  such  title and will  forever
warrant and defend the same to MORTGAGEE and will forever warrant and defend the
validity and  priority of the lien hereof  against the claims of all persons and
parties whomsoever.

         3. FULL FORCE AND EFFECT:  The provisions of this Mortgage shall remain
in full  force and  effect  through  any  extension  of time for  payment of the
Obligations, and until the Property is reconveyed or released of record.

         4. To protect the security,  MORTGAGOR  and, to the extent  applicable,
BORROWERS, jointly and severally shall:

                  (a)  TAXES AND  OTHER  CHARGES:  Pay  before  the same  become
         delinquent  all taxes,  assessments,  liens,  claims and other  charges
         against the Property,  whether  superior or inferior to this  Mortgage,
         and in default or  delinquency  thereof,  MORTGAGEE may pay the same at
         the cost of MORTGAGOR.  MORTGAGOR shall produce receipts therefrom upon
         demand.

                  (b)  PRESERVATION,  REPAIR  AND USE OF  PROPERTY-  Not  commit
         waste,  or  authorize  the repair or removal of any of the  structures,
         fixtures, or Improvements on the Property, or do or permit any act that
         would result in the creation of a lien upon the land or the structures,
         fixtures or Improvements  thereon without first obtaining prior written
         consent of MORTGAGEE, and otherwise to maintain the Property in as good
         condition as at present.  Upon any failure to maintain,  MORTGAGEE,  at
         its option,  may cause  reasonable  repair and  maintenance  work to be
         performed at the cost of MORTGAGOR.

                  (  c)  OBLIGATIONS   OF  MORTGAGOR:   Comply  with  all  laws,
         ordinances,   regulations,   covenants,   conditions  and  restrictions
         affecting the Property,  or requiring alterations or improvements to be
         made  thereon,  and no  MORTGAGOR  shall suffer or permit any act to be
         done in or upon the Property in violation thereof. MORTGAGOR represents
         and warrants that prior use of the Property has been in compliance with
         all applicable laws and regulations.

<PAGE>

                  (d) HAZARDOUS  WASTE:  Warrant,  and does hereby  warrant that
         there has not  been,  since the date  MORTGAGOR  acquired  title to the
         Property any  "release"  (as defined in 42 U.S.C.,  Sec.  9601 (22)) or
         threat of a "release" of any "hazardous  substances"  (as defined in 42
         U.S.C., Sec. 9601 (14)), petroleum, including without limitation, crude
         oil or any fraction thereof, or natural gas liquids,  liquefied natural
         gas, or synthetic gas on, upon or into the Property and,  MORTGAGOR has
         no knowledge of any such releases on, upon or into the Property nor on,
         upon or into any real  property  adjoining  or in the  vicinity  of the
         Property  which could have come to be located  upon the Property or the
         water or groundwater  or thereunder.  MORTGAGOR has no knowledge of any
         underground  storage tanks of any kind or  character,  whether empty or
         containing substances of any nature located within the Property, except
         to the extent set forth in writing to MORTGAGEE;  and from the dates of
         acquisition by MORTGAGOR,  the Property and the use thereof,  including
         the use of any and all such underground  storage tanks, has been and is
         in compliance with all applicable laws, statutes, ordinances, rules and
         regulations of all  governmental  and  quasi-governmental  authorities,
         specifically   including  without  limitation,   all  laws,   statutes,
         ordinances, rules and regulations relating to environmental protection,
         toxic  waste,   underground  storage  tanks,  and  hazardous  substance
         handling,  treatment,  storage and disposal.  The  representations  and
         warranties contained in this paragraph shall, insofar as they relate to
         the  Property,  be deemed to be  continuing  and shall  remain true and
         correct  in all  material  respects  until  the  Note  secured  by this
         Mortgage  has been  paid in full.  In that  regard,  MORTGAGOR  further
         agrees as follows:

                           (i) NOTICE OF HAZARDOUS SUBSTANCES.  MORTGAGOR agrees
                  to  provide  MORTGAGEE  with  copies  of any  notification  of
                  releases of oil or hazardous materials or substances or of any
                  environmental  hazards or potential hazards which are given by
                  or on  behalf  of  MORTGAGOR  to any  federal,  state or local
                  agencies or  authorities  or which are  received by  MORTGAGOR
                  from any federal,  state or local agencies or authorities with
                  respect to the Property secured by this mortgage.  Such copies
                  shall  be sent to  MORTGAGEE  concurrently  with  their  being
                  Mailed  or   delivered   to  the   governmental   agencies  or
                  authorities or within ten (10) days after they are received by
                  MORTGAGOR.

                           (ii) NOTICE OF CHEMICAL DISCLOSURES. MORTGAGOR agrees
                  to  provide   MORTGAGEE  with  copies  of  all  emergency  and
                  hazardous  chemical  inventory forms  (hereinafter  "Notices")
                  previously given by MORTGAGOR,  as of the date hereof,  to any
                  federal,  state  or local  governmental  authority  or  agency
                  including  those required  pursuant to the Emergency  Planning
                  and Community  Right-to-Know Act of 1986, 42 U.S.C., Section I
                  101 1 et. seq.,  and to provide  MORTGAGEE  with copies of all
                  such  Notices  subsequently  sent  to  any  such  governmental
                  authority or agency  including those required  pursuant to the
                  Emergency  Planning and Community  Right-to-Know  Act of 1986.
                  Such copies of  subsequent  Notices shall be sent to MORTGAGEE
                  concurrently  with their being mailed to any such governmental
                  authority or agency.

                           (iii) INDEMNITY.  BORROWERS hereby covenant and agree
                  to  indemnify,  protect and hold harmless  MORTGAGEE  from and
                  against any and all claims,  demands,  liabilities  and costs,
                  including  attorney's fees, arising from (a) any "release" (as
                  defined  in  Section  4(d)  above) or  threat of a  "release",
                  actual or alleged,  or any "hazardous  substances" (as defined
                  in Section 4(d) above) upon or about the Property,  regardless
                  of  whether  such  release  or threat of  release  or  alleged
                  release or threat of release  has  occurred  prior to the date
                  hereof or  hereafter  occurs and  regardless  of whether  such
                  release  occurs as a result of the negligence or misconduct of
                  MORTGAGOR or any third party or otherwise,  (b) any violation,
                  actual  or  alleged,  of or any  other  liability  under or in
                  connection  with  any  law,   statute,   ordinance,   rule  or
                  regulation of any governmental authority or quasi-governmental
                  authority,   specifically  including  without  limitation  the
                  Resource   Conservation   and  Recovery  Act   ("RCRA"),   the
                  Comprehensive   Environmental   Response,   Compensation   and
                  Liability Act ("CERCLA"),  the Emergency  Planning and Commun4
                  Right-to-Know  Act  of  1  986,  or  any  other  environmental
                  protection  or toxic waste or  hazardous  substance  handling,
                  treatment,  storage or disposal  laws,  statutes,  ordinances,
                  rules or  regulations,  relating to the Property or respecting
                  any products or materials previously, now or hereafter located
                  upon, delivered to or in try, sit to or from the Property,  as
                  same may be amended,  regardless of whether such  violation or
                  alleged,  violation or other  liability has occurred or arisen
                  prior to the date  hereof or  hereafter  occurs or arises  and
                  regai8less of whether such

OR145627;1
<PAGE>

                  violation or alleged  violation or other  liability  occurs or
                  arises  as the  result  of the  negligence  or  misconduct  of
                  MORTGAGOR  or any third  party or  otherwise.  This  indemnity
                  shall survive any foreclosure or satisfaction of this Mortgage
                  as to any  such  release  or  threat  of  release  or any such
                  violation,  alleged violation or other liability  occurring or
                  arising prior to such foreclosure.

         5. DEPOSITS FOR TAXES AND INSURANCE  PREMIUMS-.  MORTGAGEE  may, at its
option,  require  MORTGAGOR to deposit  with  MORTGAGEE on the first day of each
month,  in addition to making  payments of regular  investments of principal and
interest,  until the Note is fully paid, an amount equal to one- twelfth (1/1 2)
of the yearly taxes,  assessments and other similar charges and/or of the yearly
premiums for all insurance as estimated by MORTGAGEE in order to accumulate with
MORTGAGEE  sufficient  funds to pay such amounts thirty (30) days prior to their
due dates. Such deposits shall not be, nor be deemed to be, trust funds, but may
be  commingled  with the general funds of  MORTGAGEE,  and no interest  shall be
payable in respect thereof. Upon demand by MORTGAGEE, MORTGAGOR shall deliver to
MORTGAGEE such additional monies as are necessary to make up any deficiencies in
the amounts  necessary to enable MORTGAGEE to pay such premiums when due. In the
event of a default  under any of the terms,  covenants  and  conditions'  in the
Note, this Mortgage or any of the other Loan  Documents,  MORTGAGEE may apply to
the reduction of the sums secured hereby in such order, priority and proportions
as MORTGAGEE  shall  determine in its sole and absolute  discretion,  any amount
under  this  paragraph  remaining  on account  of such  deposits  and any return
premium  received from  cancellation  of any insurance  policy by MORTGAGEE upon
foreclosure of this  Mortgage.  Upon an assignment of this Mortgage by MORTGAGEE
and upon assumption by the assignee thereof,  of the obligations of MORTGAGEE as
escrow  holder,  MORTGAGEE  shall have the right to pay over the balance of such
deposits  in its  possession  to the  assignee.  MORTGAGEE  shall  thereupon  be
completely  released  from all  liability  with  respect to such  deposits,  and
BORROWERS shall look solely to the assignee or transferee with respect  thereto,
except as otherwise  provided by applicable  law. This provision  shall apply to
every transfer of such deposits to a new assignee.

         6.  PROTECTION  OF  SECURITY-.  MORTGAGEE  may appear in and defend any
action or  Proceeding  purporting to affect the security  hereof,  and BORROWERS
shall pay all costs  and  expenses,  including  costs of  evidence  of title and
attorney's  fees in a  reasonable  sum as may be allowed  by the court,  in such
action or proceeding in which MORTGAGEE may appear.

         7.  ASSIGNMENT  OF RENTS AND PROFITS:  MORTGAGEE  shall have the right,
power and  authority  during the  continuance  of this  Mortgage  to collect the
rents,  income,  issues and profits of the Property and of any personal property
located  thereon with or without  taking  possession  of the  Property  affected
hereby,  and MORTGAGOR hereby  absolutely and  unconditionally  assigns all such
rents,  income,  issues and profits to  MORTGAGEE.  MORTGAGEE,  however,  hereby
consents to MORTGAGOR'S  collection and retention of such rents, income,  issues
and profits as they accrue and become  payable so long as  MORTGAGOR  is not, at
such  times,  in default as defined  herein.  MORTGAGOR  will not (i) execute an
assignment of any of its right,  title or interest in the tenant leases or rents
and profits, or (ii) except where the lessee is in default thereunder, terminate
or consent to the  cancellation  or surrender of any lease of the Property or of
any part  thereof,  now existing or  hereafter  to be made,  or (iii) modify any
lease of the  Property or any part thereof so as to shorten the  unexpired  term
thereof or so as to decrease the amount of the rent payable thereunder,  or (iv)
accept  prepayments of any  installments of rent to become due under any of said
leases  in  excess  of one (1) month  rental  or  prepayments  in the  nature of
security for the performance of the lessee'5 obligations thereunder in excess of
any amount equal to one (1) month rental,  or (v) in any other manner impair the
value of the Property or the security of this Mortgage.

         Upon any  default  as defined in this  Mortgage,  MORTGAGEE  may at any
time,  either in person,  by agent, or by a receiver to be appointed by a court,
without  notice and  without  regard to the  adequacy  of any  security  for the
indebtedness hereby secured:  (a) enter upon and take possession of toe Property
or any  part  thereof,  and in its own name sue for or  otherwise  collect  such
rents,  income,  issues and profits,  including  those past due and unpaid,  and
apply the same, less costs and expenses of operation and collection, including

OR145627;1
<PAGE>

reasonable  attorney's fees, upon any indebtedness  secured hereby,  and in such
order and priority as MORTGAGEE may  determine;  (b) perform such acts of repair
or  protection  as may be  necessary  or  proper  to  conserve  the value of the
Property;  and (c) lease the same or any part thereof for such rental,  term and
upon such  conditions  as its judgment  may dictate,  or terminate or adjust the
terms and conditions of existing leases. In addition,  and not as an election of
remedies, upon the occurrence of an Event of Default,  MORTGAGEE may apply for a
court order  requiring  MORTGAGOR  to deposit all Rents and Profits in the court
registry pursuant to ss.697.07,  Florida Statutes, as amended.  MORTGAGOR hereby
consents  to the  entry of such an order  upon the  sworn,  ex parte  motion  of
MORTGAGEE that an Event of Default has occurred hereunder.  Unless MORTGAGOR and
MORTGAGEE agree otherwise in writing, any application of rents,  income,  issues
or profits to any  indebtedness  secured hereby shall not extend or postpone the
due date of the  installment  payments  as  provided  in said Note or change the
amount of such  installments.  The entering upon,  the taking  possession of the
Property,  the  collection of such rents,  income,  issues and profits,  and the
application thereof as described herein,  shall not waive or cure any default or
notice of default hereunder, or invalidate any act done pursuant to such notice.
MORTGAGOR also assigns to MORTGAGEE,  as further security for the performance of
the Obligations  secured hereby, all prepaid rents and all monies which may have
been or may hereafter be deposited with MORTGAGOR by a lease of the Property, to
secure the payment of any rent,  and upon default in the  performance  of any of
the provisions  hereof,  MORTGAGOR  agrees to deliver such rents and deposits to
MORTGAGEE.  Delivery of written notice of MORTGAGEE'S exercise of rights granted
herein,  to any tenant  occupying  said premises  shall be sufficient to require
said tenant to pay said rent to MORTGAGEE until further notice.

         8. CONDEMNATION:  Any award of damages,  settlement, or compensation in
connection  with any eminent domain action for public use of or an injury to the
Property, or any part thereof, is hereby assigned by MORTGAGOR to MORTGAGEE, and
all money  received by MORTGAGEE may be applied to the  indebtedness  secured by
this Mortgage,  or released by it in the same manner and with the same effect as
herein  provided for the  disposition of the proceeds of insurance.  Neither the
application  nor the release of any such sums shall cure or waive any default or
notice of default  hereunder or invalidate any act done pursuant to such notice,
nor shall  anything in the section affect the liability of BORROWERS for payment
of the entire balance of the Obligations secured hereby.

         9. INSURANCE,  CASUALTY,  GENERAL LIABILITY AND RESTORATION:  MORTGAGOR
shall keep the Improvements and other fixtures upon the premises insured against
such  hazards and in such  amounts as may be required  by  MORTGAGEE.  After the
happening of any casualty to the Property or any part thereof,  MORTGAGOR  shall
give  prompt  written  notice  thereof to  MORTGAGEE.  MORTGAGOR  shall  further
maintain insurance against general liability with respect to damages or injuries
arising from use or occupation of the Property and against such risks or hazards
as MORTGAGEE from time to time reasonably may designate, in form and amounts (in
no event less than the amount of the Loan)  satisfactory  to  MORTGAGEE.  In the
event of any damage to or destruction of the Improvements,  MORTGAGEE shall have
the option,  in its sole  discretion,  of applying all or part of the  insurance
proceeds:  a) to the  Obligations,  in such order,  priority and  proportion  as
MORTGAGEE  may  determine  in  its  sole  and  absolute  discretion;  b) to  the
restoration of the Improvements;  or c) to MORTGAGOR.  In the event of such loss
or  damage,  all  proceeds  of  insurance  shall be payable  to  MORTGAGEE,  and
MORTGAGOR hereby assigns said proceeds to MORTGAGEE,  and authorizes and directs
any  affected  insurance  company to make payment of such  proceeds  directly to
MORTGAGEE.  MORTGAGEE is hereby authorized and empowered by MORTGAGOR to settle,
adjust or compromise any claims for loss, damage or destruction under any policy
or  policies of  insurance.  Except to the extent that  insurance  proceeds  are
received by MORTGAGEE and applied to the  Obligations,  nothing herein contained
shall be deemed to excuse  MORTGAGOR from repairing or maintaining  the Prop" as
provided  in this  Mortgage or  restoring  all damage or  destruction  on to the
Property, regardless of whether or not there are insurance proceeds available or
whether any such  proceeds are  sufficient  in amount,  and the  application  or
release  by  MORTGAGEE  of any  insurance  proceeds  shall not cure or waive any
default or notice of default  under this  Mortgage  or  invalidate  any act done
pursuant to such notice.  All insurance  policies required shall be written with
companies satisfactory to MORTGAGEE, shall

Oltl45627;1

6
<PAGE>

contain non-contributory  standard mortgagee clauses, shall name MORTGAGEE as an
additional insured, shall be maintained, throughout the term of the loan without
cost to  MORTGAGEE,  and  shall  contain  such  provisions  as  MORTGAGEE  deems
necessary or desirable to protect its interest including,  without limitation, a
provision for thirty (30) days prior written notice to MORTGAGEE of cancellation
of or any  change  in the  risk  or  coverages  insured.  Whenever  required  by
MORTGAGEE,  certified  copies of such  policies of insurance  shall be delivered
immediately to and held by MORTGAGEE.

         10. PARTIAL  PAYMENT:  Acceptance by MORTGAGEE of any sum in payment or
part payment of any portion of the  Obligations  after the same is due shall not
constitute a waiver of  MORTGAGEE'S  right to require prompt payment when due of
the remainder of the  Obligations,  nor shall such  acceptance cure or waive any
remaining default or waive any subsequent default or prejudice any of the rights
of MORTGAGEE under this Mortgage.

         11. ACTIONS BY MORTGAGEE:  Without affecting the personal  liability of
any person, including MORTGAGOR or any guarantor (other than any person released
pursuant hereto), for the payment of the Obligations,  and without affecting the
lien of this Mortgage for the full amount of the  Obligations  remaining  unpaid
upon  any  property  conveyed  pursuant  hereto,  MORTGAGEE  is  authorized  and
empowered at any time and from time to time, either before or after the maturity
of the Note,  and without  notice,  to: (a)  release  any person  liable for the
payment of any of the Obligations,  (b) make any agreement extending the time or
otherwise  modifying the terms of payment of any of the Obligations,  (c) accept
additional  security  therefor of any kind or (d) release any property,  real or
personal, securing the Obligations.

         12.  FINANCIAL  STATEMENTSIDEPOSITORY  ACCOUNT.  During the term of the
Obligations,  BORROWERS shall furnish MORTGAGEE with (i) within thirty (30) days
after the end of each fiscal quarter,  internally  prepared quarterly  financial
statements of each of the BORROWERS,  certified to MORTGAGEE,  as being true and
correct by President  of the  BORROWERS,  respectively;  (ii) within one hundred
twenty  (I 20) days  after the end of each  fiscal  year,  annual,  unqualified,
audited financial  statements of the each of the BORROWERS,  with said financial
statements  prepared and audited by  independent  certified  public  accountants
acceptable  to the  MORTGAGEE;  (iii)  within sixty (60) days of the end of each
calendar year, a statement, certified true and accurate by the President of each
of the  BORROWERS,  of all  outstanding or threatened  litigation,  governmental
investigation  or arbitration  affecting  either or both of the  BORROWER5,  the
status of each such  matter  and the amount in  controversy  during the term any
Obligations are outstanding,  (iv) federal income tax returns (and, with respect
to STRATCOMM  HOLDING,  the Canadian  equivalent)  annually  during the term any
Obligations  are  outstanding,  within  thirty (30) days of the filing I'@- same
with the Internal  Revenue  Service and (v) within sixty (60) days of the end of
each  calendar  year, a rent roll,  in form and  substance  satisfactory  to the
MORTGAGEE,  specifying  the name of each  tenant in  occupancy,  the term of the
lease of each  tenant,  the number of square  feet leased by each tenant and the
per square foot  annual  rental of each  tenant,  all in  reasonable  detail and
certified by the  Mortgagor  or Maker to be correct.  Statements  shall  include
financial  information on any and all related entities obligated under this Loan
and shall be in a format  substantially  similar to the statements  submitted at
the time of  application  for this Loan, or statements  which have been prepared
with generally accepted accounting principles.  BORROWERS also agrees to submit,
any and all  other  financial  information  as may be  reasonably  requested  by
MORTGAGCE  from time to time. The MORTGAGOR  shall  maintain  banking/depository
relationships with the MORTGAGEE in a manner satisfactory to the MORTGAGEE.

         13.  TRANSFER  OR  ENCUMBRANCE  OF  PROPERTY:  Except  with  respect to
Permitted  Encumbrances,  for the purposes of protecting  MORTGAGEE'S  security,
keeping the Property free from  subordinate  financing  liens,  and/or  allowing
MORTGAGEE to raise the interest rate and to collect  assumption fees,  MORTGAGOR
agrees that any sale,  conveyance,  further  encumbrance,  or other  transfer of
legal,  equitable or beneficial  title to the Property,  or any interest therein
(whether  voluntarily or by operation of law), without MORTGAGEE'S prior written
consent, shall be an Event of Default hereunder. In the event MORTGAGOR, without
the prior written consent of MORTGAGEE, shall sell, convoy, alienate, transfer,

Citl45627;

7
<PAGE>

mortgage,  grant a security  interest  in, or encumber  the  Property  described
herein or any part thereof, or any interest therein, whether legal, equitable or
beneficial,  or shall be divested of its title or any interest  therein,  in any
manner or way,  whether  voluntary  or  involuntary,  the entire  balance of the
Obligation shall become immediately due and payable at the option of MORTGAGEE.

         14. ERISA:  MORTGAGOR  covenants and agrees that (a) it is not, nor has
it any plan or other agreement  subject to the terms of the Employee  Retirement
Income Security Act of 1974, as amended ('ERISA') and (b) during the term of the
loan  secured  hereby,  unless  MORTGAGEE  shall have  previously  consented  in
writing,  it will take no action which would cause it to be subject to any laws,
rules or regulations pertaining to ERISA. MORTGAGOR further covenants and agrees
to protect,  defend,  indemnify and hold MORTGAGEE harmless from and against all
loss, cost, damage and expense  (including  without  limitation,  all attorneys'
fees and  excise  taxes,  costs of  correcting  any  prohibited  transaction  or
obtaining an  appropriate  exemption)  which  MORTGAGEE may incur as a result of
MORTGAGOR'S   breach  of  this  covenant.   This  indemnity  shall  survive  the
extinguishment  of the lien of the  Mortgage  by  foreclosure  or action in lieu
thereof, and this covenant shall survive such extinguishment;  furthermore,  the
foregoing  indemnity shall  supersede any  limitations on MORTGAGOR'S  liability
under the Note, the Mortgage, or any of the other Loan Documents.

         15. EVENTS OF DEFAULT-.  Any of the following events shall be deemed an
Event of Default hereunder:  (a) if BORROWERS shall fail to pay the principal or
interest of the  Obligations  when due; (b) if BORROWERS seek relief pursuant to
bankruptcy  laws, Title I I U.S. Code, or is made a defendant in a bankruptcy or
receivership proceeding; (c) if a writ of execution or attachment or any similar
process shall be entered  against  BORROWERS (or either one of them) which shall
become a lien on the Property,  or any portion  thereof or interest  therein and
such  execution,  attachment  or similar  process of judgment  is not  released,
banded, satisfied,  vacated or stayed within ninety (90) days after its entry or
levy; (d) if there has occurred a breach of or default under any term, covenant,
agreement, condition, provision,  representation or warranty contained herein or
in the Note or any of the other Loan Documents;  (e) if BORROWERS (or either one
of them) fail to perform any terms,  conditions,  covenants or agreements  which
are part of this Mortgage or any other  document or agreement  which secures all
or any part of the  Obligations.  (O if any  representation  or warranty made in
writing by or on behalf of  BORROWERS  (or either  one of them),  guarantor,  or
obligor of the Note and this  Mortgage  in any  report,  certificate,  financial
statement or other instrument  furnished by or on behalf of BORROWERS (or either
one of them),  guarantor, or obligor is incorrect in any material respect on the
date  when  made or  reaffirmed;  (g) if  BORROWERS  (or  either  one of  them),
guarantor, or any obligor conceal, remove, or permit to be concealed or removed,
any part of his or its properties,  with intent to hinder,  delay or defraud his
or its creditors or any of them, or makes or suffers a transfer of any of his or
its  properties  which  may  be  fraudulent  under  any  bankruptcy,  fraudulent
conveyance or similar law, or makes any transfer of his or its  properties to or
for the benefit of a creditor at a time when other creditors  similarly situated
have not been paid,  or suffers or permits,  while  insolvent,  any  creditor to
obtain a lien upon any of his or its  properties  through legal  proceedings  or
distraint  which is not vacated  within  thirty (30) days from the date thereof;
(h) if any  guarantor,  or obligor  seeks to cancel,  for whatever  reason,  any
guaranty of the Note or the  Mortgage,  or  breaches  any of the  covenants  and
agreements  contained  therein;  (i) if any final  judgment,  order or decree be
entered against BORROWERS (or either one of them), guarantor, or obligor for the
payment of money in excess-of  $5,000.00 not covered by insurance,  which is not
discharged  or the execution of which is not stayed within thirty (30) days from
the  date  the  judgment  becomes  final;  (j) if  any  guarantor,  or  obligor,
voluntarily or involuntarily  dissolves or takes any affirmative  action seeking
to  terminate  its  existence;  (k) if  BORROWERS  (or either one of them),  any
guarantor, or obligor, dies, become incapacitated,  has a guardian appointed for
him;  or (1) if  BORROWERS  shall  be in  default  under  the  terms of any loan
obligation, or other material agreement to which it is subject.

         16.  ACCELERATION,  REMEDIES:  Upon  the  occurrence  of  an  Event  of
1,Default as defined herein,  MORTGAGEE may require immediate payment in full of
all sums secured by this Mortgage  without  further demand,  and/or  immediately
foreclose this Mortgage or pursue any other available regal remedy. In the event

OR145627;

8
<PAGE>

of any action by  MORTGAGEE  to enforce  collection  of any of the  Obligations,
BORROWERS agree that any expense incurred in connection therewith or incurred to
procure or extend an  abstract  of title or a policy of title  insurance  shall,
when incurred or paid by MORTGAGEE,  become a part of the  Obligations and shall
be paid by BORROWERS together with all of the costs of such action. In the event
any action is brought to foreclose this Mortgage, MORTGAGEE shall be entitled to
immediate  and exclusive  possession of the Property,  and the court may appoint
and  MORTGAGOR  hereby  consents  to  the  appointment  of a  receiver  to  take
possession of the Property to collect and receive the rents, income,  issues and
profits  arising  therefrom;  and from any  moneys so  collected,  to pay taxes,
provide  insurance,  make needed repairs to improvements upon the Property,  and
make any other expenditures authorized by the court, and apply any sum remaining
after the payment of such authorized  expenditures to the Obligations.  Prior to
foreclosure,  MORTGAGEE  may at  its  option  and-at  BORROWERS'  sole  expense,
contract for a "Phase I" environmental  inspection report prepared and certified
by an environmental  consultant  satisfactory to MORTGAGEE to determine  whether
the  Mortgaged  Premises  complies with  federal,  state and local laws,  rules,
regulations or orders respecting  environmental  matters.  MORTGAGEE may, at its
option and at the sole expense of  MORTGAGOR,  at intervals of not less than one
year,  or more  frequently  if MORTGAGEE  reasonably  believes  that a hazardous
material or substance or other environmental  condition violates or threatens to
violate  any  federal,  state  and  local  laws,  rules,  regulations  or orders
respecting  environmental matters (collectively  "Environmental  Requirements"),
cause an environmental audit of the Mortgaged Premises or portions thereof to be
conducted   to   confirm   MORTGAGOR'S   compliance   with  such   Environmental
Requirements,  and  MORTGAGOR  shall  cooperate  in all  reasonable  ways,  with
MORTGAGEE  in  connection  with  any  such  audit.  If,  based  on the  Phase  I
environmental   audit,   MORTGAGEE   determines  that   additional   testing  or
investigation should be performed on the Mortgaged Premises,  such testing shall
be performed at MORTGAGOP,'S sole expense. If this Mortgage is foreclosed, or if
MORTGAGOR  tenders a deed or assignment in lieu of foreclosure  that is accepted
by MORTGAGEE, MORTGAGOR shall deliver the Mortgaged Premises to the purchaser at
foreclosure or to MORTGAGEE,  its nominee or designee,  as the case may be, in a
condition that complies in all respects with all Environmental Requirements.

         17.  PREPAYMENT:  Upon  any  default  by  BORROWERS  hereunder  and the
acceleration of maturity in the manner allowed herein,  any tender of payment of
the  amount  necessary  to  satisfy  the  debt  evidenced  by the  Note  made by
BORROWERS,  BORROWERS'  successors  or  assigns,  or  by  anyone  on  behalf  of
BORROWERS, or on behalf of BORROWERS' successors or assigns, or by any holder of
a  subordinate  or  superior   interest  in  the  Property  shall  constitute  a
"prepayment",  as that term is used in the Note, and shall be deemed a voluntary
prepayment hereunder. In the event of any prepayment as defined in the Note, the
amount due shall include any applicable premium which is thereupon due under the
prepayment privileged provisions of the Note.

         18.  REMEDIES  NOT  EXCLUSIVE:  MORTGAGEE  shall be entitled to enforce
payment and  performance of any  indebtedness or Obligations and to exercise all
rights and powers under this Mortgage or under the Note and other Loan Documents
or any  other  agreement  executed  in  connection  herewith  or any laws now or
hereafter in force,  notwithstanding  some or all of the such  indebtedness  and
Obligations may now or hereafter be otherwise secured, whether by mortgage, deed
of trust, pledge, lien, assignment or otherwise.  Neither the acceptance of this
Mortgage nor its  enforcement,  whether by court  action or other powers  herein
contained,  shall prejudice or in any manner affect MORTGAGEE'S right to realize
upon or enforce any other security now or hereafter held by MORTGAGEE,  it being
agreed that  MORTGAGEE  shall be entitled to enforce this Mortgage and any other
security  now or  hereafter  held by  MORTGAGEE  in such  order  and  manner  as
MORTGAGEE may in its sole and absolute  discretion  determine.  No remedy herein
conferred upon or reserved to MORTGAGEE is intended to be exclusive of any other
remedy herein or by law provided or permitted, but shall be cumulative and shall
be in  addition  to every  other  remedy  gives  hereunder  or now or  hereafter
existing at law or in equity or by statute. Every power or remedy provided under
this  Mortgage to  MORTGAGEE or to which it may be  otherwise  entitled,  may be
exercised,  concurrer7aly or  independently,  from time to time land as often as
may be deemed expedient by MORTGAGEE and, MORTGAGEE may pursue

OR145627;1

9
<PAGE>

inconsistent  remedies.   Nothing  herein  shall  be  construed  as  prohibiting
MORTGAGEE  from seeking a deficiency  judgment  against  BORROWERS to the extent
such action is permitted by law.

         19. NO IMPLIED  WAIVER:  The failure of MORTGAGEE  promptly to exercise
any  right,  power or remedy  provided  herein or at law or in equity  shall not
constitute  a waiver of the same,  nor shall  MORTGAGEE  be  stopped  from later
exercising such right, power or remedy.

         20.  NOTICE:  The mailing  addresses of the parties are as set forth in
the  preamble  hereof.  Except  for any  notices,  demands,  requests  or  other
communications  required  under  applicable  law to be given in another  manner,
whenever BORROWERS or MORTGAGEE give or serve any notice,  demands,  requests or
other  communication  with respect to this Mortgage,  each such notice,  demand,
request or other  communication  shall be in writing and shall be effective only
if the same is  delivered  by  personal  service or is mailed by  regular  mail,
postage prepaid,  addressed as set forth hereinabove.  Any party may at any time
change its address for such notices by  delivering or mailing to the other party
hereto,  as aforesaid,  a notice of such change.  Any notice  hereunder shall be
deemed to have been given to  BORROWERS or  MORTGAGEE,  when given in the manner
designated herein.

         21.  PRESERVATION,   REPAIR  AND  USE  OF  PROPERTY.   MORTGAGOR  shall
constantly  maintain  and shall not  diminish  the value of any of the  Property
during the existence of the Mortgage. MORTGAGOR shall not erect, destroy, remove
or sell any  buildings,  structures or  improvements  of any kind located on the
Property without the prior written consent of the MORTGAGEE.

         22. INSPECTION: MORTGAGOR agrees to permit MORTGAGEE and/or its agents,
to enter upon and inspect the Property and inspect MORTGAGOR'S books and records
and property  described herein for the purpose of determining  whether MORTGAGOR
is in  compliance  with the  provisions of the Note and of this Mortgage and the
other Loan Documents.  Any reasonable  costs or expenses  incurred in connection
with this  inspection  shall be borne by  MORTGAGOR as provided for in Paragraph
Two hereof.

         23.  ATTORNEY'S  FEES:  Except  where  prohibited  by law, if MORTGAGEE
refers this  Mortgage to an attorney  or seeks legal  advice  following  default
alleged  in good  faith,  or  MORTGAGEE  is the  prevailing  party in any action
instituted  on this  Mortgage,  the Note or the other Loan  Documents  or if any
judicial or non-judicial  action,  suit,  declaratory  action,  or proceeding is
instituted by MORTGAGEE or if MORTGAGEE is required to appear in any such action
or  proceeding,  or to reclaim,  seek relief from a judicial or statutory  stay,
sequester, protect, preserve or enforce interest in this Mortgage (including but
not limited to  proceedings  under federal  bankruptcy  law, in eminent  domain,
under probate proceedings,  or in connection with any state or federal tax lien)
then in such event,  BORROWERS  promise to pay  reasonable  attorney's  fees and
reasonable  costs  and  expenses  incurred  by  MORTGAGEE  or  its  attorney  in
connection with the above mentioned events.

         24. ACTIONS BY MORTGAGEE TO PRESERVE THE PROPERTY: If BORROWERS fail to
make any payment required under this Mortgage, the Note or other Loan Documents,
whether  for  real  estate  taxes,  insurance  premiums,   attorney's  fees,  or
otherwise,  or fails to do any act as may be required hereunder,  MORTGAGEE may,
at  the  discretion  of  MORTGAGEE,  without  obligation  to do so  and  without
releasing BORROWERS from any obligation,  make or do the same in such manner and
such event as MORTGAGEE  shall deem  necessary to protect the Property.  Without
notice to  BORROWERS,  MORTGAGEE  may  either  add such  payments  and  expenses
("Advancements")  to the  principal  to  accrue  interest  at the  default  rate
provided  in the Note  until  maturity  of the loan or bill  BORROWERS  for such
Advancements  plus  interest at the default  rate  provided in the Note from the
date of advancement until repaid.

         25.  FUTURE  ADVANCES:  This  Mortgage  shall secure not only  existing
indebtedness  of the  BORROWERS,  but also such future  advances,  whether  such
advances are  obligatory  or to be made at the option of MORTGAGEE or otherwise,
as are made within twenty (20) years from the date hereof, to the same


OR145627;1

I 0
<PAGE>

extent as if such future advances were made on the date of the execution of this
Mortgage, but such secured indebtedness shall not exceed at any time the maximum
principal  amount of two times (2X) the face amount of the Note,  plus  interest
thereon,  and any  disbursements  made  for the  payment  of  taxes,  levies  or
insurance on the Property with interest on such  disbursements.  Any such future
advances,  whether  obligatory  or to be made at the option of the  MORTGAGEE or
otherwise,  may be made either prior to or after the due date of the Note or any
other notes  secured by this  Mortgage.  This Mortgage is given for the specific
purpose of securing any and all indebtedness by the BORROWERS to MORTGAGEE, made
pursuant to the Loan  Documents,  in whatever  manner this  indebtedness  may be
evidenced  or  represented  until this  Mortgage  is  satisfied  of record.  All
covenants and  agreements  contained in this Mortgage shall be applicable to all
further  advances  made by  MORTGAGEE  to  BORROWERS  under this future  advance
clause.

         26. ENTIRE AGREEMENT: This instrument, together with the Note and other
Loan  Documents,  constitutes  and  sets  forth  the  entire  understanding  and
agreement  between  the  parties,  and no  party  hereto  has  relied  upon  any
representations,  agreements or understandings, verbal or written, not set forth
herein or in the Note and such 'other Loan Documents,  whether made by any party
hereto  or by  any  agent,  employee  or  representative  of any  party  hereto.
Specifically,  without  limiting the  generality of the  foregoing,  the parties
agree  that  MORTGAGEE  has made no  agreement  to  extend  or renew  any of the
Obligations, and no such agreement will be binding upon MORTGAGEE unless made in
writing,  subsequent  to the date  hereof,  and  executed  by a duly  authorized
representative of MORTGAGEE.

         27.  BINDING  AGREEMENT:  This  Mortgage  inures to the benefit of, and
binds all parties hereto,  their heirs,  legal  representatives,  successors and
assigns.  The  term  MORTGAGEE  shall  mean the  owner  and  holder  of the Note
described above, whether or not named as MORTGAGEE herein.

         28.  MORTGAGOR  NOT  RELEASED-  Extension  of the time for  payment  or
modification  of  amortization  of the sums secured by this Mortgage  granted by
MORTGAGEE  to any  successor  in  interest  of  BORROWERS  shall not  operate to
release,  in  any  manner,  the  liability  of the  any  original  BORROWERS  or
BORROWERS'  successor in interest.  MORTGAGEE  shall not be required to commence
proceedings  against  such  successor  or extend time for  payment or  otherwise
modify amortization of the sums secured by this Mortgage by reason of any demand
made by any original BORROWERS and successors in interest to BORROWERS.

         29. GOVERNING  LAW/STIPULATION OF JURISDICTION:  This Mortgage and each
instrument  securing it shall be governed by and construed according to the laws
of the State of Florida.  The parties 01" hereby irrevocably and unconditionally
stipulate  and agree  that the  Federal  Courts in the State of  Florida  or the
Circuit Court of the State of Florida in and for Orange County,  Florida,  shall
have exclusive  jurisdiction to hear and finally determine any dispute, claim or
controversy or action arising out of or connected  (directly or indirectly) with
this Mortgage, the Note and the other Loan Documents.

         30.  SEVERABILIT'Y:  In the  event  any one or  more of the  provisions
contained in this Mortgage,  or the Note or any other Loan  Documents  shall for
any reason be held to be invalid, illegal or unenforceable in any respect, which
invalidity,  illegality or  unenforceability  shall, at the option of MORTGAGEE,
not affect any other  provision of this  Mortgage or such other Loan  Documents,
but same  shall be  construed  as if such  invalid,  illegal,  or  unenforceable
provision  had  never  been  contained  herein or  therein.  If the lien of this
Mortgage is invalid or unenforceable  as to any part of the  Obligations,  or if
the  lien is  invalid  or  unenforceable  as to any  part of the  Property,  the
unsecured or partially  secured portion of the  Obligations  shall be completely
paid prior to the  payment of the  remaining  and secured or  partially  secured
portion of the Obligations,  and all payments made on the  Obligations,  whether
voluntary or under foreclosure or other enforcement  action or procedure,  shall
be considered to have been first paid on and applied to the full payment of that
portion of the Obligations which is not secured or not fully secured the lien of
this Mortgage.

OR145627;1

<PAGE>

         3i. CONSENT NOT REQUIRED OF MORTGAGEE:  Any consent by MORTGAGEE in any
single  instance shall not be deemed or construed to be  MORTGAGEE'S  consent in
any like matter  arising at a  subsequent  date and the failure of  MORTGAGEE to
promptly exercise any right, power, remedy,  consent or approval provided herein
or at law or in equity shall not  constitute  or be construed as a waiver of the
same nor shall MORTGAGEE be estopped from exercising such right, power,  remedy,
consent or approval at a later date.  Any consent or approval  requested  of and
granted  by  MORTGAGEE  pursuant  hereto  shall  be  narrowly  construed  to  be
applicable  only to  BORROWERS  and the  matter  identified  in such  consent or
approval and no third party shall claim any benefit by reason  thereof,  and any
such consent or approval  shall not be deemed to constitute  MORTGAGEE a Ventura
or partner with  BORROWERS  (or any of them, if more than one) nor shall privacy
of contract be 'resumed to have been  established  with any such third party. If
MORTGAGEE  deems it to be in its best  interest  to  retain  the  assistance  of
persons,  firms or  corporations  (including,  but not  limited  to,  attorneys,
appraisers,  engineers, consultants and surveyors) with respect to a request for
consent or approval,  BORROWERS shall reimburse MORTGAGEE for all costs incurred
in connection with the employment of such persons, firms or corporations.

         32.  COSTS-  BORROWERS  will  pay all  costs  and  expenses  reasonably
incurred by MORTGAGEE in the  preparation and recording of this Mortgage and all
ancillary documents executed in connection therewith, or with the loan evidenced
by the Note, including without limitation, any intangible tax, documentary stamp
tax,  recording  and filing fees and premiums for any required  mortgagee  title
insurance  policy,  cost of any required survey,  as well as the attorney's fees
for Mortgagee's counsel.

         32. COMMERCIAL LOAN PURPOSE:  The loan  contemplated  hereby and by the
Note and the other Loan  Documents is  primarily  for a  commercial,  corporate,
business, agricultural, or other income producing purpose, and not primarily for
a personal,  family, or household purpose.  The BORROWERS  acknowledge and agree
that the purpose of this  representation  has been made to induce  MORTGAGEE  to
rely in good faith on the above stated loan purpose in its effort to comply with
all applicable laws and regulations.

         33.  RELINQUISHMENT  OF RIGHTS:  To the  fullest  extent  permitted  by
applicable law,  MORTGAGOR will not at any time insist upon, or plead, or in any
manner  whatsoever  claim  or take  any  benefit  or  advantage  of any  stay or
extension or moratorium law or law  pertaining to the marshaling of assets,  the
administration of estates of decedents,  any exemption from execution or sale of
the Mortgaged  Property or any part thereof,  including  exemption of homestead,
wherever  enacted,  now or at any time hereafter in force,  which may affect the
covenants and terms of performance of this Mortgage,  nor claim,  take or insist
upon any benefit or advantage of any law now or hereafter in force providing for
the  valuation  or  appraisal  of the #'  Mortgaged  Property,  or for any  part
thereof,  prior to any sale or sales  thereof  which may be made pursuant to any
provision herein,  or pursuant to the decree,  judgment or order of any court of
competent jurisdiction;  nor after any such sale or sales, claim or exercise any
right under any statute  heretofore or hereafter  enacted to redeem the property
so sold or any part thereof,  and MORTGAGOR  hereby,  to the extent permitted by
applicable  law,  expressly  waives all benefit or  advantage of any such law or
laws,  and covenants  not to hinder,  delay or impede the execution of any power
herein granted or delegated to MORTGAGEE, but to suffer and permit the execution
of  every  power  as  though  no such  law or laws  had  been  made or  enacted.
MORTGAGOR,  for itself and all who claim under it, hereby waives,  to the extent
that it lawfully may, all right to have the Mortgaged  Property  marshaled  upon
any sale or foreclosure hereunder.

         34.  MAXIMUM  RATE OF  INTEREST:  In no event  shall all charges in the
nature of  interest  charged or taken on this  Mortgage  or the Note  exceed the
maximum  allowed  by law and in the event such  charges  cause the  interest  to
exceed said maximum  allowed by law, such interest  shall be  recalculated,  and
such excess shall be credited to  principal,  it being the intent of the parties
that under no  circumstances  shall the MORTGAGOR be required to pay any charges
in the nature of interest in excess of the maximum rate allowed by law.

OR145627:1

1 2
<PAGE>




         35. WAIVER OF JURY TRIAL.  BORROWERS HEREBY KNOWINGLY,  VOLUNTARILY AND
INTENTIONALLY,  AFTER CAREFUL  CONSIDERATION  AND AN  OPPORTUNITY  TO SEEK LEGAL
ADVICE,  WAIVES ITS RIGHT TO HAVE A TRIAL BY JURY IN  RESPECT OF ANY  LITIGATION
ARISING  OUT OF OR IN ANY  WAY  CONNECTED  WITH  ANY OF THE  PROVISIONS  OF THIS
MORTGAGE, THE NOTE OR ANY OTHER DOCUMENTS E)(ECUTED IN CONJUNCTION WITH THE LOAN
SECURED BY THIS MORTGAGE.

         36. HEADINGS: Headings are for convenience only and are not intended as
a  limitation  on the content of the  paragraph  following  nor as an aid to the
construction thereof.

         37.  COMMITMENT  LETTEIZ:  The terms  and  provisions  of that  certain
Commitment  Letter  dated  December 30,  1998,  and  executed by  BORROWERS  and
MORTGAGEE (the "Commitment Letter") are hereby acknowledged and are incorporated
herein by reference.  However,  to the extent of any ambiguity or  inconsistency
between this  Mortgage and the  Commitment  Letter,  the terms,  provisions  and
conditions contained in this Mortgage shall prevail.

         IN WITNESS  WHEREOF,  BORROWER5  have duly executed this mortgage as of
the date first above written.

WITNESSES:                          MORTGAGOR:

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

__________________________ EIN:______________________________


ACKNOWLEDGED AND AGREED WITH RESPECT TO THE PROVISIONS
RELATING  STRATCOMM MEDIA, LTD.:

ATTEST                              Stratcomm Media, LTD.,



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


[CORPORATE SEAL]

STATE OF FLORIDA

COUNTY OF ORANGE

         BEFORE ME, the  undersigned  authority,  the foregoing  instrument  was
acknowledged this I St day of February,  1999 by Roberto E. Veitia, as President
of  Stratcomm  Media,  U.S.A.,  Inc.,  a Florida  corporation,  each of whom [ ]
produced drivers license, as identification [ ] is personally known to me.



1 3


<PAGE>

STATE OF FLORIDA
COUNT'Y OF ORANGE




         BEFORE ME, the  undersigned  authority,  the foregoing  instrument  was
acknowledged this 1 St day of February, 1999, by Roberto E. Veitia, as President
and Pamela Bathurst-Philpolt,  as Secretary,  respectively,  of Stratcomm Media,
Ltd., an entity organized under the laws of the Yukon Territory, Canada, each of
whom [ ] produced DRIVERS LICENSE as identification  [__] is personally known to
me.

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

                                                   Notary Public

<PAGE>

                                   EXHIBIT "A"

Parcel One:
         Begin at point 675 feet east of the west line of section 1, township 22
         south,  range 29 east, ad 30 feet north of the center line of lee road,
         thence run north  279.20  feet;  thence  run east 100 feet,  thence run
         south 279.20 feet;  thence run west 100 feet to the point of beginning,
         being a part of lots 2 and 3, PLAN OF WEST  WINTER  PARK (also known as
         Holden Brothers Subdivision of West Winter Park), according to the plat
         thereof as  recorded  in plat book A, page 62 of the public  records of
         orange county, Florida, LESS road right of way.

Parcel Two:
         North 1/2 of lot 12, block "D", Albert Lee Ridge, According to the plat
         thereof  recorded  in the plat book "T",  page  147,  public  record of
         Orange County, Florida.

Also Known As:
         Part of lot 2 plan of West Winter Park as recorded in plat book A, page
         62, Public record of Orange County, Florida described as follows:

         Beginning at the northeast corner of lot 11, Block D, Albert Lee Ridge,
         as  recorded  on plat book T, page 147 of the public  records of orange
         county, Florida; RUN S 88'57'31' W 100.00 feet along the south lines of
         lots 4 & 10 block D of aforesaid plat to the northeast corner of lot 3,
         Block D of said plat;  Thence  run s 02' 04'29 E 254.25  feet along the
         east lines of lots 1, 2, & 3 block D to the north  Right of way line of
         Lee road;  thence run along the north  right of way line N  88'36'12' E
         100.00 feet; thence run N 02'04'29 W 253.63 feet along the west line of
         lots 11, 12 & 14 block D to the point of beginning.

         TOGETHER WITH:

         The north half of lot 12,  Block D of Albert Lee  Ridge,  According  to
         plat  thereof  as  recorded  in plat book T,.  page 147,  of the public
         records of orange county, Florida.

         Subject to and  together  with all  rights  under and by virtue of that
         certain easement  agreement dates august 7, 1988,  recorded in official
         records book 3814, page 4277, public records of orange county Florida.

<PAGE>

                         STATE OF FLORIDA/ORANGE COUNTY

UNIFORM    COMMERCIAL  CODE  FINANCING  STATEMENT FORM UCC-1/158 (REV 1993) This
           financing  statement is  presented to a filing  officer of the filing
           pursuant to the uniform commercial code:

1.         Debtor         (last         name         first         if         an
individual):_________________________________________                        1a.
DOB/FEI#:_________________                      1b.                      Mailing
Address:___________________________________________________________   1c.  City,
State:___________________________  1d. Zip Code:__________________ 2. Additional
Debtor (last name first if an  individual):________________________________  2a.
DOB/FEI#:_________________                      2b.                      Mailing
Address:____________________________________________________________  2c.  City,
State:____________________________  2d. Zip  Code:__________________  3. Secured
Party:______________________________________________________________ 3a. Mailing
Adress:_____________________________________________________________  3b.  City,
State:_____________________________ 3c. Zip Code:___________________ 4. Assignee
of secured party (first name first):________________________________________ 4a.
Mailing    Address:_____________________________________________________________
4b. City, State:______________________________ 4c. Zip Code:___________________

5.   This financing  statement  covers the following  types or items or property
     (include  description of real property on which located and owner of record
     when required.

     SEE  ATTACHED  EXHIBIT `A' FOR A  DESCRIPTION  OF THE REAL ESTATE WHERE THE
     COLLATERAL  IS OR MAY BE LOCATED  AND THE  ATTACHED  EXHIBIT  `B'  ATTACHED
     HERETO FOR A DESCRIPTION OF THE COLLATERAL.

     THE REAL PROPERTY IS OWNED BY THE DEBTOR.

6.  Check if applicable:          [   ] Products of collateral are also covered
                                  [   ] Proceeds of collateral are also covered
                                  [   ] Debtor is transmitting utility
7.  Check Appropriate Box:        [   ] All documentary stamp taxes due and
                                  payable or to become due and payable to 201.22
                                  F.S., have been paid.
                                  [   ] Florida documentary stamp tax not
                                    required

8. In accordance  with  679.402(2),  F.S.,  this  statement is filed without the
debtor's  signature to perfect a security  Interest in  collateral:  [ ] already
subject to a security interest in another  jurisdiction when it was brought into
this state
                     or debtor's location changed to this state.
                      [ ] which is proceeds of the original collateral described
                      above in which a security interest was perfected [ ] as to
                      which    the    filing    has    lapsed.     Date    filed
                      ____________________ and previous UCC-1 file number
                     -----------------------------.
                      [  ]  acquired  after  a  change  of  name,  identity,  or
corporate structure of the debtor.
9.       Number of additional sheets presented._________

10.      Signature of debtor___________________________________________________

11.                                  Signature       of
                                     secured  party  or
                                     if  assigned,   by
                                    assignee

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


<PAGE>

                                             EXHIBIT "A"

Parcel One:
         Begin at point 675 feet east of the west line of section 1, township 22
         south,  range 29 east, ad 30 feet north of the center line of lee road,
         thence run north  279.20  feet;  thence  run east 100 feet,  thence run
         south 279.20 feet;  thence run west 100 feet to the point of beginning,
         being a part of lots 2 and 3, PLAN OF WEST  WINTER  PARK (also known as
         Holden Brothers Subdivision of West Winter Park), according to the plat
         thereof as  recorded  in plat book A, page 62 of the public  records of
         orange county, Florida, LESS road right of way.

Parcel Two:
         North 1/2 of lot 12, block "D", Albert Lee Ridge, According to the plat
         thereof  recorded  in the plat book "T",  page  147,  public  record of
         Orange County, Florida.

Also Known As:
         Part of lot 2 plan of West Winter Park as recorded in plat book A, page
         62, Public record of Orange County, Florida described as follows:

         Beginning at the northeast corner of lot 11, Block D, Albert Lee Ridge,
         as  recorded  on plat book T, page 147 of the public  records of orange
         county, Florida; RUN S 88'57'31' W 100.00 feet along the south lines of
         lots 4 & 10 block D of aforesaid plat to the northeast corner of lot 3,
         Block D of said plat;  Thence  run s 02' 04'29 E 254.25  feet along the
         east lines of lots 1, 2, & 3 block D to the north  Right of way line of
         Lee road;  thence run along the north  right of way line N  88'36'12' E
         100.00 feet; thence run N 02'04'29 W 253.63 feet along the west line of
         lots 11, 12 & 14 block D to the point of beginning.

         TOGETHER WITH:

         The north half of lot 12,  Block D of Albert Lee  Ridge,  According  to
         plat  thereof  as  recorded  in plat book T,.  page 147,  of the public
         records of orange county, Florida.

         Subject to and  together  with all  rights  under and by virtue of that
         certain easement  agreement dates august 7, 1988,  recorded in official
         records book 3814, page 4277, public records of orange county Florida.

<PAGE>

DEBTOR:           STRATCOMM MEDIA, USA, INC., a Florida corporation

SECURED PARTY:    IST NATIONAL BANK OF CENTRAL FLORIDA

REAL PROPERTY-    SEE THE ATTACHED EXHIBIT "A"

COLLATERAL.       All the following described property

[GRAPHIC OMITTED][GRAPHIC OMITTED]

All fixtures,  and equipment  used in connection  with the real property and all
personal  property now or hereafter affixed to, attached to, placed upon or used
in any way in connection  with the complete and  comfortable  use,  occupancy or
operation of the said Real  Property,  all rents,  issues,  profits,  royalties,
income  and  other  benefits  derived  from the Real  Property,  all  leases  or
subleases  covering the real property or any portion  thereof,  now or hereafter
existing  or  entered  into,  and  all  right,  title  and  interest  of  DEBTOR
thereunder;  all interests,  estates or other claims, both in law and in equity,
which  DEBTOR  now  has or may  hereafter  acquire  in the  Real  Property,  all
easements, rights-of-way, tenements, hereditaments and appurtenances thereof and
thereto;  all oil, gas and mineral  rights and  profits,  water rights and water
stock of DEBTOR  (including any  consumptive  use,  surface water  management or
general  permits),  all  right,  title  and  interest  of  DEBTOR,  now owned or
hereafter  acquired,  in and to any land lying  within the  right-of-way  of any
street  or  highway  adjoining  the Real  Property;  and any and all  buildings,
fixtures,  improvements,  and  appurtenances now or hereafter erected thereon or
belonging  thereto;  all of  DEBTOR'S  right,  title and  interest in and to any
judgments,  awards  of  damages,   condemnation  payments  an  and  settlements,
including interest thereon, and the right to receive the same, which may be made
with  respect to the Real  Property as a result of the  exercise of the right of
eminent domain,  the alteration of the side of any street, any other injury or a
decrease in the value of the Real Property, or proceeds of insurance awards; all
deposits made with, or other security  given to, utility  companies by DEBTOR or
any partner of DEBTOR with respect to the Real Property;  all of DEBTOR'S rights
relating to the Real  Property or the operation  thereof,  or used in connection
therewith,  including,  without limitation, the non-exclusive right to use trade
names, service marks and trademarks; all rights to other permits, authorizations
and approvals granted the DEBTOR in regard to the Real Property such as, but not
limited to, all building permits, certificates of occupancy, etc.; all rights of
the  DEBTOR to any  contracts  relating  to the Real  Property  such as, but not
limited  to,  all  contracts  with  any  general   contractors  with  regard  to
improvements  to be  constructed  on  the  Real  Property,  engineer  contracts,
architects contracts, etc.; all monies, accounts,  balances,  credits, deposits,
collections,  drafts,  bills, notes,  securities and any other property of every
kind and nature (whether tangible or intangible) no owned or hereafter  acquired
by the DEBTOR and at any time in the actual or constructive possession of (or in
transit to) the SECURED PARTY or its correspondents or agents,  their successors
and/or  assigns,  in any capacity or for any  purpose;  and,  together  with all
proceeds  thereof.  All of the  foregoing  property  and  interests  are  herein
collectively referred to as the "Collateral".

Acknowledged Bid agreed:


STRATCOMM MEDIA, USA, INC.,
A Florida corporation

By:______________________________________________________
        Robert E. Veita, Presiden

<PAGE>

                         STATE OF FLORIDA/ORANGE COUNTY

UNIFORM    COMMERCIAL  CODE  FINANCING  STATEMENT FORM UCC-1/158 (REV 1993) This
           financing  statement is  presented to a filing  officer of the filing
           pursuant to the uniform commercial code:

6.         Debtor         (last         name         first         if         an
individual):_________________________________________                        1a.
DOB/FEI#:_________________                      1b.                      Mailing
Address:___________________________________________________________   1c.  City,
State:___________________________  1d. Zip Code:__________________ 7. Additional
Debtor (last name first if an  individual):________________________________  2a.
DOB/FEI#:_________________                      2b.                      Mailing
Address:____________________________________________________________  2c.  City,
State:____________________________  2d. Zip  Code:__________________  8. Secured
Party:______________________________________________________________ 3a. Mailing
Adress:_____________________________________________________________  3b.  City,
State:_____________________________ 3c. Zip Code:___________________ 9. Assignee
of secured party (first name first):________________________________________ 4a.
Mailing    Address:_____________________________________________________________
4b. City, State:______________________________ 4c. Zip Code:___________________

10.  This financing  statement  covers the following  types or items or property
     (include  description of real property on which located and owner of record
     when required.

     SEE  ATTACHED  EXHIBIT `A' FOR A  DESCRIPTION  OF THE REAL ESTATE WHERE THE
     COLLATERAL  IS OR MAY BE LOCATED  AND THE  ATTACHED  EXHIBIT  `B'  ATTACHED
     HERETO FOR A DESCRIPTION OF THE COLLATERAL.

     THE REAL PROPERTY IS OWNED BY THE DEBTOR.

6.  Check if applicable:       [   ] Products of collateral are also covered
                               [   ] Proceeds of collateral are also covered
                               [   ] Debtor is transmitting utility
7.  Check Appropriate Box:     [   ] All documentary stamp taxes due and payable
                               or to become due and payable to 201.22 F.S.,
                               have been paid.
                               [   ] Florida documentary stamp tax not required
8. In accordance  with  679.402(2),  F.S.,  this  statement is filed without the
debtor's  signature to perfect a security  Interest in  collateral:  [ ] already
subject to a security interest in another  jurisdiction when it was brought into
this state
                     or debtor's location changed to this state.
                      [ ] which is proceeds of the original collateral described
                      above in which a security interest was perfected [ ] as to
                      which    the    filing    has    lapsed.     Date    filed
                      ____________________ and previous UCC-1 file number
                     -----------------------------.
                      [  ]  acquired  after  a  change  of  name,  identity,  or
corporate structure of the debtor.
9.    Number of additional sheets presented._________

10.       Signature of debtor___________________________________________________

11.      Signature of secured party or if assigned, by assignee ________________


<PAGE>

                                   EXHIBIT "A"

Parcel One:
         Begin at point 675 feet east of the west line of section 1, township 22
         south,  range 29 east, ad 30 feet north of the center line of lee road,
         thence run north  279.20  feet;  thence  run east 100 feet,  thence run
         south 279.20 feet;  thence run west 100 feet to the point of beginning,
         being a part of lots 2 and 3, PLAN OF WEST  WINTER  PARK (also known as
         Holden Brothers Subdivision of West Winter Park), according to the plat
         thereof as  recorded  in plat book A, page 62 of the public  records of
         orange county, Florida, LESS road right of way.

Parcel Two:
         North 1/2 of lot 12, block "D", Albert Lee Ridge, According to the plat
         thereof  recorded  in the plat book "T",  page  147,  public  record of
         Orange County, Florida.

Also Known As:
         Part of lot 2 plan of West Winter Park as recorded in plat book A, page
         62, Public record of Orange County, Florida described as follows:

         Beginning at the northeast corner of lot 11, Block D, Albert Lee Ridge,
         as  recorded  on plat book T, page 147 of the public  records of orange
         county, Florida; RUN S 88'57'31' W 100.00 feet along the south lines of
         lots 4 & 10 block D of aforesaid plat to the northeast corner of lot 3,
         Block D of said plat;  Thence  run s 02' 04'29 E 254.25  feet along the
         east lines of lots 1, 2, & 3 block D to the north  Right of way line of
         Lee road;  thence run along the north  right of way line N  88'36'12' E
         100.00 feet; thence run N 02'04'29 W 253.63 feet along the west line of
         lots 11, 12 & 14 block D to the point of beginning.

         TOGETHER WITH:

         The north half of lot 12,  Block D of Albert Lee  Ridge,  According  to
         plat  thereof  as  recorded  in plat book T,.  page 147,  of the public
         records of orange county, Florida.

         Subject to and  together  with all  rights  under and by virtue of that
         certain easement  agreement dates august 7, 1988,  recorded in official
         records book 3814, page 4277, public records of orange county Florida.

<PAGE>

DEBTOR:           STRATCOMM MEDIA, USA, INC., a Florida corporation

SECURED PARTY-    IST NATIONAL BANK OF CENTRAL FLORIDA

REAL PROPERTY:    SEE THE ATTACHED EXHIBIT "A

COLLATERAL:                All the following described property:
[GRAPHIC OMITTED][GRAPHIC OMITTED]

All fixtures,  and equipment  used in connection  with the real property and all
personal  property now or hereafter affixed to, attached to, placed upon or used
in any way in connection  with the complete and  comfortable  use,  occupancy or
operation of the said Real  Property,  all rents,  issues,  profits,  royalties,
income  and  other  benefits  derived  from the Real  Property,  all  leases  or
subleases  covering the real property or any portion  thereof,  now or hereafter
existing  or  entered  into,  and  all  right,  title  and  interest  of  DEBTOR
thereunder;  all interests,  estates or other claims, both in law and in equity,
which  DEBTOR  now  has or may  hereafter  acquire  in the  Real  Property,  all
easements, rights-of-way, tenements, hereditaments and appurtenances thereof and
thereto;  all oil, gas and mineral  rights and  profits,  water rights and water
stock of DEBTOR  (including any  consumptive  use,  surface water  management or
general permits), all right, title and @Merest of DEBTOR, now owned or hereafter
acquired,  in and to any land  lying  within the  right-of-way  of any street or
highway  adjoining  the  Real  Property;  and any and all  buildings,  fixtures,
improvements,  and  appurtenances  now or hereafter erected thereon or belonging
thereto;  all of DEBTOR'S  right,  title and  interest in and to any  judgments,
awards of damages, condemnation payments an and settlements,  including interest
thereon,  and the right to receive the same,  which may be made with  respect to
the Real  Property as a result of the  exercise of the right of eminent  domain,
the alteration of the side of any street,  any other injury or a decrease in the
value of the Real Property,  or proceeds of insurance awards;  all deposits made
with, or other. security given to, utility companies by DEBTOR or any partner of
DEBTOR with respect to the Real Property; all of DEBTOR'S rights relating to the
Real  Property  or the  operation  thereof,  or  used in  connection  therewith,
including,  without  limitation,  the  non-exclusive  right to use trade  names,
service marks and trademarks;  all rights to other permits,  authorizations  and
approvals  granted  the DEBTOR in regard to the Real  Property  such as, but not
limited to, all building permits, certificates of occupancy, etc.; all rights of
the  DEBTOR to any  contracts  relating  to the Real  Property  such as, but not
limited  to,  all  contract  with  any  general   contractors   with  regard  to
improvements  to be  constructed  on  the  Real  Property,  engineer  contracts,
architects contracts, etc.; all monies, accounts,  balances,  credits, deposits,
collections,  drafts,  bills, notes,  securities and any other property of every
kind and nature (whether tangible or intangible) no owned or hereafter  acquired
by the DEBTOR and at any time in the actual or constructive possession of (or in
transit to) the SECURED PARTY or its correspondents or agents,  their successors
and/or  assigns,  in any capacity or for any  purpose;  and,  together  with all
proceeds  thereof.  All of the  foregoing  property  and  interests  are  herein
collectively referred to as the "Collateral".

Acknowledged and agreed:


STRATCOMM MEDIA, USA, INC.,
A Florida corporation

By _______________________________________
        Robert E. Veitia, President

<PAGE>

                     REAL ESTATE LOAN AND SECURITY AGREEMENT

         THIS REAL ESTATE  LOAN AND  SECURITY  AGREEMENT  (the  "Agreement")  is
executed  and  entered  into as of February  1, 1999,  by and between  STRATCOMM
MEDIA,  U.S.A.,  INC.. a Florida  corporation  (the  "Mortgagor")  and STRATCOMM
MEDIA,  LTD., an entity  formed under the laws of the Yukon  Territory of Canada
(the "Holding  Company"),  (the Mortgagee and Holding  Company are  hereinafter,
collectively,  the  "Borrower"),  and  IST  NATIONAL  BANK OF  CENTRAL  FLORIDA,
national bank in a association, (the "Lender").

                                    PREAMBLE

         The Mortgagor  owns, or  contemporaneously  with the execution  hereof,
will acquire,  the real property  situated in Orange County,  Florida,  which is
more particularly described on Exhibit A hereto (the "Land"),  together with the
improvements,   fixtures  and  personal  property  now  or  hereafter   situated
thereupon,  used or intended to be used in  connection  therewith  or  otherwise
relating  thereto or arising  therefrom (as used herein,  the term "Property" is
used to mean and refer to the Land and any  improvements,  fixtures and personal
property  now or  hereafter  situated  upon,  used  or  intended  to be  used in
connection  with.  or  otherwise  relating  to or arising  from the  Land).  The
Borrower has requested that Lender make available to Borrower the Loan described
in  Section  1.01  hereof to be  secured  by the  Property  or other  collateral
described  in  Section  2.01  hereof  Lender has agreed to make such Loan in its
commitment letter dated December 30, 1998.

                                    AGREEMENT

     NOW,  THEREFORE.  in  consideration  of the premises,  the mutual covenants
herein contained and for other good and valuable consideration,  the receipt and
sufficiency of which are hereby acknowledged, Lender and the Borrower. intending
to be legally bound hereby, agree as follows:

                           I. AMOUNT AND TERMS OF LOAN

         Section 1.01 Loan to Borrower.  Borrower  shall accept and Lender shall
make  available to the  Borrower.  upon the terms and subject to the  conditions
herein set forth, a secured term loan (the "Loan"),  in the principal  amount of
SIX HUNDRED  FIFTY  THOUSAND AND NO/100  DOLLARS  ($650,000-00).  The  aggregate
principal  amount of the Loan shall be disbursed  by Lender to Borrower,  as and
when all conditions  precedent to Lender's  obligation to make each advance have
been fully satisfied and as requested by Borrower.

         Section 1.02 Note. The Loan shall be evidenced by a promissory  note (a
"Note") in a form satisfactory to the Lender, executed by the Borrower. The Note
shall bear interest and be payable as set forth therein.

     Section  1.03 Use of  Proceeds of Loan.  The  proceeds of the Loan shall be
used for the financing of the property described on Exhibit A.

                              II. SECURITY FOR LOAN

         Section 2.01 Security for Loan:  "Liabilities" Defined. As security for
repayment of the Loan, and for any and all other  indebtedness  and  liabilities
(collectively,  the "Liabilities") of the Borrower to Lender, Lender shall have.
in addition to all other collateral now or hereafter granted to Lender, title to
and a security interest in, the Collateral described below.  "Liabilities" shall
include,  but shall not be limited to, all  liabilities  and  obligations of the
Borrower to Lender, however arising, whether now in existence or incurred by the
Borrower from time to time hereafter,  and whether such indebtedness is absolute
or contingent,  joint or several, matured or unmatured,  direct or indirect, and
whether the  Borrower is liable to Lender for such  indebtedness  as  principal,
surety,  endorser,  Guarantor,  or otherwise.  "Liabilities" also shall mean and
include  obligations to perform acts and refrain from taking action,  as well as
obligations  to pay money.  As security for the payment and  performance  of the
Loan and all other Liabilities of Borrower to Lender,  Lender shall receive, and
with respect to property now owned or hereafter  acquired by Borrower,  Borrower
hereby  grants to Lender  title to and a  continuing  security  interest  in the
following collateral (collectively, the "Collateral"):

<PAGE>

     2.01.1 a mortgage on or a valid and perfected  security interest in, as the
case may be, the Property,  both real and personal, as described in that certain
Mortgage,  Assignment of Rents and Leases and Security agreement executed by the
Borrower  contemporaneously  herewith  (the  "Mortgage"),  subject  only to such
exceptions,  liens,  mortgages and encumbrances,  if any, approved by Lender and
described  on  Exhibit  A hereto,  all as more  particularly  described  in each
Mortgage:

     2.01.2 an  assignment  of rents  and  leases  related  to the  Property  as
described in the Mortgage: and
     2.01.3  proceeds  of all of the  foregoing,  including  insurance  and tort
claims, and all other collateral now or hereafter securing the loan.

         Section 2.02 Delivery of Documentation. Lender's obligation to make the
         Loan and each advance hereunder is subject to
the  conditions  precedent  described  in Article VI hereof,  including  without
limitation,  that the Borrower shall have delivered to Lender such documentation
in form  satisfactory  to Lender as is required by Lender in connection with the
Loan. Such documentation shall include without limitation, the following:

         2.02.1 an accurate  survey of the Land,  showing the  locations  of all
improvements, setback lines. boundaries,  rights-of-way, and easements, together
with flood zone certificate and, if located in a designated flood zone, a policy
of insurance  protecting  the Lender's  interest  against loss from  flooding or
water damage;

         2.02.2  Borrower's  Affidavit in the form of Exhibit B hereto-,  2.02.3
         documents  establishing  that all  utilities are available to the Land;
         2.02.4 such certificates or other evidence satisfactory to Lender that

the development and current use of the Land conform with all federal,  state and
municipal laws,  restrictions  and  requirements,  including  applicable  zoning
regulations:

         2.02.5 title binder acceptable to Lender covering the Property;  2.02.6
         copy of the  plat  maps  containing  the  Land;  2.02.7  copies  of all
         documents and instruments creating any prior

mortgages  or  encumbrances  on the  Property or the other  Collateral,  and all
leases now in effect,  or coming into existence during the term of the Loan with
respect to any of the foregoing,

         2.02.8 the properly executed originals of this Agreement, the Note, the
Mortgage and UCC Financing,  Statements cove the fixtures and personal  property
situated  upon or relating to the Land and all other Loan  Documents (as defined
herein), all of which shall have been approved by Lender and its counsel;

         2.02.9 and  appraisal  of  the  Land,  prepared  by  Beaumont  and
Marthes  and  dated _____________.
         2.02.10   Phase I environmental assessment on the Land;
         2.02.11 copy of (i) the executed lease between Borrower and any Tenant,
(ii)  a  tenant   estopped   certificate,   and  (iii)   tenant   subordination,
non-disturbance and attornment agreement executed by the Tenant and Borrower.

         2.02.12  such other and further  documents  and  opinions as Lender may
request.

         Section  2.03 Set Off.  Lender is  hereby  given a  continuing  lien as
additional  security for all  Liabilities of Borrower to Lender upon any and all
moneys, securities and other property of the Borrower. and the proceeds thereof,
now or  hereafter  held or  received  by or in transit to Lender from or for the
Borrower, whether for safekeeping, custody, pledge, transmission.  collection or
otherwise,  and also upon any and all deposit balances  (general or special) and
credit of the Borrower  with,  and any and all claims of the  Borrower  against,
Lender at any time existing,  and upon an Event of Default hereunder (as defined
in  Article  VI  hereof),  Lender  may  apply  or set off the same  against  the
indebtedness and other Liabilities secured hereby.

                       Ill. REPRESENTATIONS AND WARRANTIES

In order to induce Lender to enter into this Agreement and to make the Loan, the
Borrower represents and warrants to Lender that:

         Section  3.01  Organization;  Authority.  The  Mortgagor  is a  Florida
corporation and the Holding Company is an entity organized under the laws of the
Yukon Territory of Canada,  both of which are duly organized,  validly  existing
and in good standing in their  jurisdictions  of organization  and are qualified
and in good standing in all jurisdictions where qualification is necessary.  The
Borrower and Holding Company have all requisite corporate, association, or other
power  and  authority  and  have  taken or  caused  to be  taken  all  necessary
corporate,  association,  or other action (including any necessary  shareholder,
partner, or member action) necessary to execute, deliver, enter into and perform
in accordance  with this  Agreement,  the Note,  the Mortgage and the other Loan
Documents.  Upon execution and delivery thereof,  this Agreement,  the Note, the
Mortgage  and the  other  Loan  Documents  will  constitute  valid  and  binding
obligations of the Mortgagee and/or the Holding Company, as the case may be, and
the other  parties  thereto,  enforceable  in accordance  with their  respective
terms,  and the Note will be entitled to the benefits of this  Agreement and the
other Loan Documents.

         Section 3.02 Financial Information.  All financial statements presented
to  Lender  in  connection  with the Loan  present  fairly  and  accurately  the
financial  position of the person or entity  reported on therein for the periods
covered thereby,  in conformity with Generally  accepted  accounting  principles
applied on a consistent basis throughout the periods involved.

<PAGE>

     Section 3.03 Adverse Change.  There has been no material  adverse chan2e in
the business, properties. or condition (financial or otherwise) of borrower, and
guarantor,  or any of the  Collateral  since  the  date  of the  last  financial
statements furnished to Lender.

         Section  3.04   Litigation.   Except  for  any   litigation  or  claims
specifically  described  on  Exhibit  C  hereto.  there  is no  action,  suit or
proceeding at law or in equity or by or before any governmental  instrumentality
or other agency now pending, or, to the knowledge of the Borrower, threatened or
in prospect against or affecting the Borrower or any properties or rights of the
Borrower which, if adversely  determined,  would  materially or adversely affect
the business,  properties,  or financial condition of the Borrower or any of the
Collateral.  The Borrower is currently not affected by any strike or other labor
disturbance, or in default in any respect under any judgment, order, injunction,
rule,  ruling or regulation of any court or  Governmental  commission  agency or
instrumentality.

         Section 3.05  Payment of Taxes.  The Borrower has filed or caused to be
filed all federal,  state and local tax returns  which are required to be filed,
and has paid or caused to be paid all taxes as shown on said  returns  or on any
assessment received by it. to the extent that such taxes have become due, except
as otherwise  permitted by the provisions  hereof. The Borrower has no reason to
believe that any additional taxes are due for prior calendar tax years that have
not been audited by the respective tax authorities  beyond the amounts  provided
in the financial statements heretofore furnished to Lender.

         Section 3.06 No Violations.  Neither the execution nor delivery of this
Agreement,  the Note, the Mortgage or any of the other Loan  Documents,  nor the
consummation of the transactions contemplated hereby and thereby. nor compliance
with the terms and provisions hereof and thereof, will conflict with, violate or
result in a breach of or default under,  or result in the creation or imposition
of any lien, charge or encumbrance of any nature whatsoever on any of the assets
of the  Borrower  pursuant to the 14e'rms of any  provision  of any  contract or
agreement,  charter, bylaw, or other corporate restriction,  any law, ordinance,
rule, order, certificate,  license, regulation or decree of the United States or
any state,  territory or political  subdivision thereof. or any court, a2encv or
other  tribunal  under which the Borrower or any of its assets are subject.  The
Borrower  is not in default  with  respect  to the  performance,  observance  or
fulfillment of any of the obligations,  covenants or conditions contained in any
of the foregoing which are material to their respective financial conditions.

         Section 3.07 Title to Collateral.  Except for the mortgage and security
interests  conveyed  to Lender  pursuant to the  Mortgage  and by the other Loan
Documents,  and except as otherwise set forth in Exhibit A hereto,  the Borrower
is the owner of the Collateral,  free from any mortgage, lien, security interest
or  encumbrance,  and the Borrower  shall defend the same against all claims and
demands of all persons at any time  claiming  the same or any  interest  therein
adverse to Lender.

         Section 3.08 Location of Records.  Upon request by lender, the borrower
shall give to lender  written  notice of each  office of the  borrower  at which
records of the borrower  pertaining to the collateral  are kept.  Except as such
notice is given,  all records of the borrower  pertaining to the  collateral are
and shall be kept at the address stated in section 8.01.

         Section  3.09  Leases.  No  lease  relating  to the  Property  has been
modified or terminated  and each of such leases remains in full force and effect
as of the date hereof.  No lease relating to the Property,  nor any of the rents
accrued,  accruing, or to accrue thereunder, is subject to any prior assignment,
security interest, defense, or setoff.

         Section 3.10 Permits,  Government,  and Other  Approvals.  The Borrower
possesses  such  licenses  and permits as are  required for the conduct of their
respective   businesses.   No  approval,   consent,   or  authorization  of  any
governmental  authority  which has not heretofore been obtained is necessary for
the  execution  or delivery by the  Borrower of this  Agreement,  the Note,  the
Mortgage-or  the other Loan Documents or for the  performance by the Borrower of
any of the terms or conditions hereof or thereof.

Section 3.11 Environmental Matters. Borrower represents and warrants as follows:
None of the Property does or shall while any part of the indebtedness secured by
the Mortgage is unpaid contain (a) asbestos in any form, (b) urea  formal-dehyde
foam insulation; or (c) any other chemical,  material, or substance the exposure
to which is  prohibited,  limited or regulated bv any  federal,  state,  county,
regional  or local  authority  or which,  even if not so  regulated,  may pose a
hazard to the health and safety of the

<PAGE>

         occupants of the Property or the owners of property  adjacent  thereto.
Borrower further warrants that (i) all of the Property  complies in all respects
with applicable  environmental  laws,  regulations,  and court or administrative
orders;  (ii)  there are no  pending  claims or  threats of claims by private or
governmental or administrative  authorities relating to environmental impairment
or regulatory  requirements;  and (iii) there are no areas on the Property where
hazardous  substances have been disposed of,  released or found.  Borrower shall
give immediate oral and written notice to Lender of its receipt of any notice of
a violation of any law, standard or regulation covered by this Section.

         Borrower  hereby agrees to indemnify and hold Lender  harmless from all
loss.  cost,  dama2e,  claim and  expense  incurred  by Lender on account of the
violation of any  representation or warranty set forth in this Section 3.1 1, or
of Borrower's  failure to perform any  obligations of this Section,  or to fully
comply with all environmental laws, rules and regulations.

                            IV. AFFIRMATIVE COVENANTS

The Borrower covenants and agrees that from the date hereof and until payment in
full of the  principal  of and  interest  on the Loan and  payment  of all other
Liabilities of the Borrower to Lender,  unless Lender shall otherwise consent in
writing:

         Section 4.01 Financial Information, Compliance Certificates. During the
term of the Loan, Borrower shall furnish Lender with (i) within thirty (30) days
after the end of each fiscal quarter,  internally  prepared quarterly  financial
statements  of the Borrower,  certified to Lender,  as being true and correct by
President of the Borrower,  (ii) within one hundred twenty  (120)days  after the
end of each fiscal year, annual,  unqualified,  audited financial  statements of
the Borrower, with said financial statements prepared and audited by independent
certified public accountants  acceptable to the Lender;  (iii) within sixty (60)
days of the end of each calendar year, a statement,  certified true and accurate
by the President of the Borrower,  of ail outstanding or threatened  litigation,
governmental  investigation or arbitration affecting the Borrower, the status of
each such  matter  and the  amount in  controversy  during  the term any Loan is
outstanding,  (iv) federal  income tax returns  (and,  with respect to STRATCOMM
HOLDRNG,  the  Canadian  equivalent)  annually  during  the  term  any  Loan  is
outstanding,  within  thirty  (30) days of the Filing of same with the  Internal
Revenue Service and (v) within sixty (60) days of the end of each calendar year.
a rent roll. in form and substance  satisfactory  to the Lender,  specifying the
name of each  tenant  in  occupancy,  the term of the  lease of each  tenant'4he
number of square  feet  leased by each  tenant  and the per square  foot  annual
rental of each tenant, all in reasonable detail and certified by the Borrower to
be  correct.  Statements  shall  include  financial  information  on any and all
related   entities   obligated  under  this  Loan  and  shall  be  in  a  format
substantially similar to the statements submitted at the time of application for
this Loan.  or  statements  which have been  prepared  with  Generally  accepted
accounting  principles.  Borrower  also  agrees  to  submit,  any and all  other
financial  information  as may be  reasonably  requested  by Lender from time to
time.

         Section 4.02  Inspection.  The Borrower  shall permit Lender and any of
its authorized representatives.  and shall cause such persons and entities to be
permitted:  (a) to visit,  examine,  inspect  and make  extracts  from books and
records of the Borrower and shall discuss with Lender or its representatives the
affairs,  finances  and  accounts  of  the  Borrower;  and  (b) to  inspect  all
Collateral  securing the Loan, all at such reasonable  times and as often as may
be reasonably  requested.  All such  inspections.  discussions and  examinations
shall be for the sole benefit and  information of Lender and shall not be relied
upon in any way by the Borrower or any third party.

         Section 4.03 Existence,  Properties, etc. The Borrower shall: (a) do or
cause to be done all things  necessary  to  preserve  and keep in full force and
effect its existence, rights, and franchises and comply with all laws applicable
to it. (b)  continue  the business of Borrower  substantially  as conducted  and
operated  during the  present  and  preceding  calendar  year;  (c) at all times
maintain,  preserve,  and  protect  or cause to be  maintained,  preserved,  and
protected all  franchises  and trade names and preserve all the remainder of its
property used or useful in the conduct of their  respective  businesses and keep
or cause to be kept the same in good repair,  working order, and condition,  and
from time to time make,  or cause to be made,  all  needed  and proper  repairs,
renewals,  replacements,  betterment's,  and  improvements  thereto  so that the
business carried on in connection  therewith may be properly and  advantageously
conducted at all times; (d) at all times keep and cause to be kept its insurable
properties  adequately insured and maintain (i) bond coverage's and insurance to
such extent and  against  such  risks,  including  fire,  as is  customary  with
companies in the same or similar business, (ii) necessary workmen's compensation
insurance, and (iii) such other insurance as may be required by law or as may be
reasonably required in writing by Lender.

         Section 4.04 Payment of Indebtedness,  Taxes,  etc. The Borrower shall:
(a) pay or cause to be paid all of its indebtedness and obligations promptly and
in  accordance  with normal terms and (b) pay and  discharge or cause to be paid
and discharged  promptly all taxes,  assessments,  and  governmental  charges or
levies  imposed  upon  it,  or  upon  any  of  Borrower's  income  and  profits,
properties,  real, personal, or mixed, or upon any part thereof, before the same
shall become in default, as well as all lawful claims for labor, materials,  and
supplies or otherwise which, if unpaid,  might become a lien or charge upon such
properties or any part thereof.

     Section 4.05 Maintenance of Proper Accounts.  The Borrower shall maintain a
system of accounting and proper books of record and account,  in accordance with
generally accepted  accounting  principles,  and will set aside on its books all
proper and adequate reserves for taxes, depreciation.  depletion,  obsolescence,
loan losses, amortization.  contract cancellations.  defaults, or other breaches
of  contract  and  otherwise  as may be  appropriate  in  accordance  with  said
principles.

<PAGE>

     Section 4.06 Further  Assurances.  The  Borrower  shall do, make,  execute,
record and deliver.  or shall cause to be done, made,  Executed,  recorded,  and
delivered.  all such additional and further acts, things, deeds,  assurances and
instruments  as Lender may,  require  more  completely  to vest in and assure to
Lender its rights under this Agreement.  the Note, the Mort-a2e,  the other Loan
Documents, or in the Collateral.
     Section 4.07 Lease  Payments.  At all times during the term hereof,  of the
Note and/or  Mortgage,  the monthly rental payments under the Lease shall exceed
1.2 times the amount sufficient to pay all taxes, insurance and the monthly debt
service I on the Property.

                                 V. CONDITIONS.

Lender's  obligation  to make the Loan or any advance  hereunder  are subject to
Borrower's full satisfaction of the following conditions precedent:

     Section 5.01 Documentation.  Lender and its counsel shall have received and
approved all documents and instruments required by Section 2.02 hereof.

     Section 5.02  Recording.  Lender shall have received and approved a copy of
the  recorded  Mortgage  and  Financing,  Statements.  reflecting  the  date  of
recording and other pertinent recording information.
         Section 5.03 Lien on  Collateral.  Lender shall have been provided with
evidence  satisfactory to it that the Mortgage and security interests granted to
Lender  pursuant to the  Mortgage  and the other Loan  Documents,  are valid and
enforceable  liens on the  Collateral  described  therein,  subject only to such
liens,  encumbrances and mortgages,  if any, approved by Lender and described on
Exhibit A hereto.

                              VI. EVENTS OF DEFAULT

         Section 6.01        Events of Default. Upon the occurrence of any one
or more of the following events (herein called "Events of Default"):
         6.01.1 any  representation  or warranty made herein,  in any other Loan
Document,  or in connection herewith or with the Loan shall prove to be, or have
been, false or misleading in any material respect;

         6.01.2 any report, certificate, financial statement or other instrument
furnished in  connection  with or pursuant to the Loan or this  Agreement  shall
prove to be false or misleading in any material respect;

         6.01.3  default in the payment of the  principal  of or any interest on
(together  with  premium  thereon,  if  any)  the  Loan,  or any  of  the  other
Liabilities of the Borrower to Lender, as and when due and payable;

         6.01.4  default  with respect to any  indebtedness  or liability of the
Borrower evidenced by note, bonds, debentures or similar obligations (other than
the Loan)  when due or the  performance  of any  other  obligation  incurred  in
connection  with any  indebtedness  for borrowed  money of the Borrower,  if the
effect of such default is to accelerate the maturity of such  indebtedness or to
permit the holder thereof to cause such  indebtedness to become due prior to its
stated maturity or if any such indebtedness shall not be paid when due;

         6.01.5 the occurrence of any Event of Default or default under,  or any
default  in the due  observance  or  performance  of any other  term,  covenant,
condition or agreement  on the part of the  Borrower,  or any other Person to be
observed or performed  pursuant to the provisions of this  Agreement,  the Note,
the  Mortgage,  the other Loan  Documents,  or any other  agreement  between the
Borrower and Lender;

         6.01.6  if  the  Borrower  shall  (i)  apply  for  or  consent  to  the
appointment of a receiver, trustee or liquidator of the Borrower or any of their
respective  properties  or  assets,  (ii)  admit in  writing  his,  her,  or its
inability to pay his,  her, or its debts.  as they mature,  (iii) make a general
assignment  for the  benefit of  creditors,  (iv) be  adjudicated  a bankrupt or
insolvent,  or (v) file a voluntary petition in bankruptcy,  or a petition or an
answer  seeking  reorganization  or an  arrangement  with  creditors  or to take
advantage of any bankruptcy,  reorganization,  insolvency, readjustment of debt,
dissolution or liquidation law or statute,  or an answer  admitting the material
allegations of a petition filed against the Borrower in any proceeding under any
such law or if any action whatsoever shall be taken for the purpose of effecting
any of the foregoing;

         6.01.7 if an order,  judgment  or decree  shall be entered  without the
application,  approval  or  consent  of the  debtor  by any  court of  competent
jurisdiction,  approving a petition seeking reorganization or liquidation of the
Borrower  or of all or any part of their  respective  properties  or assets.  or
appointing a receiver, trustee or liquidator of the Borrower:

<PAGE>

         6.01.8 if Final  judgment  for the  payment of money  shall be rendered
against the  Borrower  and the same shall  remain  undischarged  for a period of
thirty (30) days during which execution shall not be effectively staved:  6.01.9
the  occurrence  of such a material  chance or such a  combination  of otherwise
immaterial  changes in the condition or affairs  (financial or otherwise) of the
Borrower.  as in the opinion of Lender,  impairs Lender's  security or increases
its risk-:

         6.01.10 if Borrower is an individual, if Borrower or any Guarantor
shall die,
         6.01.11  if  any  action  shall  be  taken  or if  there  shall  be any
occurrence  which could or does have the effect of terminating,  dissolving,  or
winding-up the business of Borrower, or

         6.01.12 the  occurrence  of any  default or event of default  under any
Security  Document or Loan  Document  (as those terms are defined in any loan or
other agreement between the Borrower and Lender);

then,  or at any time  thereafter  during the  continuance  of any such Event of
Default. Lender may, without notice to the Borrower or any other Person, declare
the Loan and any and all other  indebtedness  and Liabilities of the Borrower to
Lender to be forthwith due and payable,  whereupon  such Loan.  Liabilities  and
indebtedness  shall become  forthwith due and payable,  both as to principal and
interest, without presentment, demand, protest, or other notice of any kind, all
of which are hereby  expressly  waived by the Borrower.  any guarantor,  and any
other party obligated under the Note or on the Liabilities,  anything  contained
or  implied   herein  or  in  the  other   Loan   Documents   to  the   contrary
notwithstanding.  Lender  shall not, in any event,  be  obligated to provide the
Borrower,  any  guarantor,  or any other  Person with any  presentment,  demand,
protest, or other notice of any kind as a condition to Lender's  acceleration of
the Loan upon the occurrence of any Event of Default.

                                VII. DEFINITIONS

         For the purposes hereof-.

         Section 7.01      Accounting Terms. Each accounting term not defined
herein shall have the meaning given to it under Generally accepted accounting
principles.
         Section 7.02       Person shall include natural persons, corporations
(which shall be deemed to include business trusts). associations. partnerships,
and all such similar entities.
         Section  7.03 Loan  Documents  or  Securi!3@  Documents  shall mean any
document  heretofore.  contemporaneously  herewith,  or  hereafter  executed  or
delivered in connection with or evidencing,  securing,  guaranteeing or relating
to the Loan or any other  Liabilities or indebtedness of the Borrower to Lender,
including  without  limitation,  this Agreement,  the Note. the Mortgage and the
Financing Statements.

                               VIII. MISCELLANEOUS

         Section 8.01 Notices.  Any notice shall be conclusively  deemed to have
been  received  by a  party  hereto  and  be  effective  upon  being  personally
delivered,  or on the third  business  day after being  deposited  in the United
States mail, postage prepaid,  certified with return receipt  requested,  to the
other  party or parties at the  address of such other party or parties set forth
below for at such other  address as such party shall  specify to the other party
in writing  provided,  however.  that the time period in which a response to any
such  notice must be given shall  commence on the date of receipt  thereof.  Any
such notice shall be addressed as follows:

IF TO LENDER:              1st National Bank of Central Florida
                           2160 State Road 434 West    P.O. Box 913900
                          Longwood, Florida 32791-3900

                           Attn: Commercial Loan Administration Department

IF TO BORROWER:            Stratcomm Media, U.S.A., Inc.
                           1947 Lee Road

                           Winter Park, Florida 32789

                           Attn: Roberto E. Veitia, President
And.

<PAGE>

Stratcomm Media, Ltd.
1984 Lee Road
Winter Park, Florida 32789
Attn: Roberto E. Veitia. President

         Section 8.02 Survival of Representations and Warranties. All covenants,
agreements,  representations  and  warranties  made  herein  or  irr  connection
herewith  shall survive the execution and delivery  hereof and shall continue in
full force and effect so long as the Loan or other Liabilities,  indebtedness or
other obligations to Lender are outstanding and unpaid. and each  representation
and warranty shall be deemed to have been reaffirmed at the time each advance is
made  hereunder.  Whenever in this Agreement  reference is made to any Person or
the  parties  hereto,  such  reference  shall be deemed to  include  the  heirs,
executors, estates,  representatives,  successors and assigns of such party, and
all covenants. promises and agreements contained in this Agreement. the Note, or
in any of the other Loan Documents  shall be binding upon and shall inure to the
benefit of the respective heirs, executors, estates, representatives, successors
and assigns of the parties hereto.

         Section 8.03 Costs and Expenses.  The Borrower  shall pay on demand all
out-of-pocket  expenses  incurred by Lender in connection with the  preparation,
amendment,  or  modification  of this  Agreement,  the Note,  and the other Loan
Documents, including without limitation, the following:

         8.03.1   fees and expenses of counsel to Lender;
         8.03.2  fees for  recording  and  perfecting  any  mortgage or security
interests  granted or conveyed  under the  Mortgage or any other Loan  Documents
including all filing taxes and fees and other such costs; and

         8.03.3 all out-of-pocket expenses incurred by Lender in connection with
the  enforcement  of the rights of Lender in connection  with this Agreement and
the other Loan  Documents,  the Loan, or any other  Liabilities of the Borrower,
including without limitation, the fees and disbursements of counsel to Lender.

         Section 8.04  Governing  Law. This  Agreement,  the Note, and the other
Loan  Documents,  and the rights and  obligations  of the parties  hereunder and
thereunder  shall be governed by and be construed in accordance with the laws of
the  State  of  Florida.  Borrower  acknowledges  that  the  negotiation  of the
provisions of this Agreement,  the Note, and the other Loan Documents took place
in the State of Florida: that all such documents were executed in Orange County,
Florida.  or if executed  elsewhere.  will become  effective  only upon Lender's
receipt and acceptance thereof in said county and state (provided, however. that
Lender  shall have no  obligation  to give,  nor shall  Borrower  be entitled to
receive,  notice of such receipt and acceptance in order for said Loan Documents
to become effective and valid and binding obligations of the Borrower); and that
all of such documents were or will be executed and delivered to Lender to induce
Lender to make the Loan to Borrower.  To the extent  allowed by applicable  law,
Borrower  hereby submits itself to  jurisdiction in the State of Florida for any
action  or  cause  of  action  arising  out of or in  connection  with  the Loan
Documents,  agrees  that venue for any such  action  shall be in Orange  County,
Florida,  and waives any and all rights  under the law of any state to object to
jurisdiction  or  venue  within  Orange  County,  Florida.  Notwithstanding  the
foregoing,  nothing  contained in this Section  8.04 shall  prevent  Lender from
bringing  any  action or  exercising  any right in any  other  county,  state or
jurisdiction against Borrower,  any security for the Loan, any Collateral or any
of Borrower's  properties.  Initiating,  such action or proceeding or taking any
such action in any other state shall in no event  constitute  a waiver by Lender
of any of the foregoing.

         Section 8.05 No Waiver,  Cumulative  Remedies.  Neither any failure nor
any delay on the pall of Lender in  exercising  any  right,  power or  privilege
hereunder,  under the Note,  or under any of the other Loan  Documents,  nor any
course of dealing  between the  Borrower  and Lender  shall  operate as a waiver
thereof,  nor  shall a single  or  partial  exercise  of any  right,  power,  or
privilege  preclude any other or further exercise thereof or the exercise of any
other right, power or privilege. The remedies provided herein are cumulative and
not exclusive of any remedies provided by law or of any remedies provided by any
other document executed in connection herewith.

         Section 8.06. Business Day. The term "business day" shall mean any day
not a Saturday, Sunday or legal holiday in the State of Florida

         Section 8.07 Modification. No modification,  amendment or waiver of any
provision of this Agreement,  the Note, or the other Loan Documents, nor consent
to any  departure  by the  Borrower  therefrom  shall in any event by  effective
unless the same shall be in writing  and signed by Lender,  and then such waiver
or consent shall be effective only in the specific  instance and for the purpose
for which  given.  No notice to or demand  upon the  Borrower  in any case shall
entitle  the  Borrower  to any  other or  further  notice or demand in the same,
similar or other circumstances.

<PAGE>

     Section 8.08 No Conflict.  No provision of this Agreemnt,  the Note, or any
of the other Loan Documents shall be deemed in conflict with any other provision
hereof or therof,  an dthe Borrower  acknoledges  that no such provisions or any
interpretation  thereof  shall be deemed to dimiish  the  rights of Lender,  any
assignee or the holder of the Note under the terms and  conditions  or any other
provisions  thereof.  Lender may at its option  exhaust its remedies  hereunder,
under the Note and  under  the other  Loan  Documents,  either  concurrently  or
independently, and in such order as it may determine.

     Section 8.09 No Partnership of Joint Venture.  Notwithstanding  anything to
the contrary contained or implied herein or in the other Loan Documents, Lender,
whether by this  Agreement or any other Loan  Document,  by any action  pursuant
therto or hereto or otherwise,  shall not be deemed a partner, joint venturer or
participant  in the venture with the Borrower,  any guarantor or any other party
to this Agreement or the other Loan Documents and the Borrower herby indemnifies
and  agrees to  defend  and hold  Lender  harmless  (including  the  payment  of
reasonable  attorneys'  fees)  from any and all  damages  resulting  from such a
construction  of the parties'  relationship.  the  requirement  herein,  and the
restrictions imposed in this Agreement, aare for the sole protection and benefit
of Lender.

     Section  8.10  Headings:  Execution  in  Counterparts:  Under  Sel;  Entire
Agreement.  Article and section  headings in this Agreement are included  herein
for  convenience of reference  only and shall neither  constitute a part of this
Agreement,  be  considered in  construing  the meaning of any of the  provisions
hereof, nor be used for any other purpose. This Agreement may be executed in two
or more counterparts, each of which shall constitute an original, but when taken
together shall  constitute  but one agreement.  This Agreement is intended to be
under  the  seal of all  parties  hereto  and to have  the  effect  of a  sealed
instrument in accordance  with the law. This  Agreement,  together with the Note
and the other Loan Documents,  constitutes and embodies the entire agreement and
understanding   between  the  parties,   supersedes  all  prior  agreements  and
understandings  related to the subject matter hereof or thereof,  and may not be
modified or amended except by a written  agreement  executed by the Borrower and
Lender.  No oral promise,  agreement,  representation or statement may be relied
upon by, or create any rights or  liabilities of Lender and shall not be binding
or have any effect  whatsoever  unless  reduced to writieng  and executed by the
party  against whom such  statement is to be enforced.  There are no third party
beneficiaries of this Agreement.

      Section  8.11  Severability.  In case  any  one or more of the  provisions
contained in this  Agreement,  in the Note, or in any other Loan Document should
be invalid, illegal or unenforceable in any respect, the validity,  legality and
enforceablity of the remaining  provisions contained herein or therein shall not
in any wasy be affected or impaired therby.

      Section 8.12  Indemnification.  Borrower shall indemnify and hold harmless
Lender from and against any and all claims charges,  losses, expenses and costs,
including  attorneys' fees,  asserted directly or indirectly by any thired aprty
resulting  from any  claims,  actions  or  proceedings  in  connection  with the
execution,  delivery and performance of this  Agreement,  the Note, or any other
Loan Documents.  The indemnification  provided in this section shall survive the
payment in full of the Loan.

      IN WITNESS  WHEROF,  the parties  have caused  this  Agreement  to be duly
executed all as of the day and year first above written.

WITNESSES:                             LENDER:

                                       1ST NATIONAL BANK OF CENTRAL FLORIDA,
                                       a national banking association

----------------------------           By:---------------------------------
Name:-----------------------           Brett S. Bryant, Assistant Vice President


----------------------------
Name------------------------
<PAGE>

WITNESSES:                                   BORROWER:
                                             STRATCOMM MEDIA, USA, INC.,
                                             A Florida Corporation, as mortgagor
                                             and borrower
-------------------------------------

Name ________________________________        by:________________________________

____________________________________          Roberto E. Veitia, President

Name _______________________________          EIN: ________________________

____________________________________        [CORPORATE SEAL]

Name _______________________________

____________________________________        STRATCOMM MEDIA, LTD.,
                                            an entity organized under the laws
                                            of the
Name _______________________________        Yukon Territory, Canada

____________________________________        by:_______________________________
                                               Roberto E. Veitia, President

<PAGE>

                                 EXHIBIT "A"

Parcel One:
         Begin at point 675 feet east of the west line of section 1, township 22
         south, range 29 east, ad 30 feet north opf the center line of lee road,
         thence run north  279.20  feet;  thence  run east 100 feet,  thence run
         south 279.20 feet;  thence run west 100 feet to the point of beginning,
         being a part of lots 2 and 3, PLAN OF WEST  WINTER  PARK (also known as
         Holden Brothers Subdivision of West Winter Park), according to the plat
         thereof as  recorded  in plat book A, page 62 of the public  records of
         orange county, Florida, LESS road right of way.

Parcel Two:
         North 1/2 of lot 12, block "D", Albert Lee Ridge, According to the plat
         thereof  recorded  in the plat book "T",  page  147,  public  record of
         Orange County, Florida.

Also Known As:
         Part of lot 2 plan of West Winter Park as recorded in plat book A, page
         62, Public record of Orange County, Florida described as follows:

         Beginning at the northeast corner of lot 11, Block D, Albert Lee Ridge,
         as  recorded  on plat book T, page 147 of the public  records of orange
         county, Florida; RUN S 88'57'31' W 100.00 feet along the south lines of
         lots 4 & 10 block D of aforesaid plat to the northeast corner of lot 3,
         Block D of said plat;  Thence  run s 02' 04'29 E 254.25  feet along the
         east lines of lots 1, 2, & 3 block D to the north  Right of way line of
         Lee road;  thence run along the north  right of way line N  88'36'12' E
         100.00 feet; thence run N 02'04'29 W 253.63 feet along the west line of
         lots 11, 12 & 14 block D to the point of beginning.

         TOGETHER WITH:

         The north half of lot 12,  Block D of Albert Lee  Ridge,  According  to
         plat  thereof  as  recorded  in plat book T,.  page 147,  of the public
         records of orange county, Florida.

         Subject to and  together  with all  rights  under and by virtue of that
         certain easement  agreement dates august 7, 1988,  recorded in official
         records book 3814, page 4277, public records of orange county Florida.

<PAGE>

                                    EXHIBIT B

                           Form of Borrowers Affidavit

<PAGE>

                                   EXHIBIT "B"

                                OWNER'S AFFIDAVIT

STATE OF FLORIDA
COUNTY OF ORANGE

T O: 1ST NATIONAL BANK OF CENTRAL FLORIDA

         STRATCOMM MEDIA,  U.S.A.,  INC., a Florida corporation (the "Borrower')
has executed a mortgage,  Assignment of Rents and Security Agreement in favor of
IST NATIONAL BANK OF CENTRAL FLORIDA, a national banking association ("Lender"),
upon premises located in Orange County,  Florida and more particularly described
on  Exhibit  `A'  attached  hereto  and by  this  reference  made a part  hereof
("Property"),

         It is hereby  certified  by the  undersigned,  having  been duly sworn,
that:

1. The  Property is owned by  Borrower,  in fee simple,  and  Borrower  has full
power, right, title and authority to execute said mortgage.

2. Borrower is in sole and exclusive possession of the Property, excepting only,
for the  following  persons  who hold as  lessees  by,  through  and  under  the
undersigned:

                            SEE ATTACHED EXHIBIT "B"

No lessee has an option to purchase,  or other interest  legally or equitably in
and to the Property, except as lessees for the number of years indicated, nor do
said leases contain an option to renew, except as indicated above.

3. The  improvements  and business,  if any, to be constructed and operated upon
the Property,  are not and will not be in violation of any zoning ordinance,  or
of any setback requirement,  or of any other city, .county or state governmental
regulation or directive.

4. There are no  outstanding  unrecorded  documents  affecting  the title to the
Property, nor does any third person have any claim of right or interest therein.

5. No labor or services have been performed upon, nor any materials furnished to
the Property  during the ninety (90) day period  immediately  preceding the date
hereof.

6. No contractor,  subcontractor,  materialman,  laborer,  architect,  landscape
architect or engineer has any lien or right to lien against the Property, or any
part thereof,  for any work,  labor or materials  furnished by any such party to
the Property.

7. The Property is not encumbered by the lien of any judgment, mortgage, writ of
attachment or income tax lien to any party other than the Lender.

8. This  affidavit  is made for the purpose of inducing  Lender to disburse  the
proceeds of the loan secured by the aforedescribed  mortgage and for the further
purpose of disclosing unto Lender any and all claims which may adversely  affect
or be prior to the lien of said mortgage.

9. The purpose of this loan is primarily for business or commercial purposes.

10. There are no matters whatsoever pending against the Borrower that could give
rise to a lien that would attach to the Property,  except as shown as exceptions
on the title  insurance  commitment of the Lender,  issued by the title agent in
connection herewith.

11. There are no taxes or assessments levied or outstanding against the Property
or Borrower  and the  Property is free and clear of tax liens except for current
real property taxes not yet due and payable.

<PAGE>

12.  No lien  for  unpaid  income  or any  other  taxes  has  been  filed  or is
outstanding against the Property or borrower

13. The  Borrower has not suffered any judgment or decree in any court which has
not been  paid in full and  satisfied  and no  judgment  lien has ever  attached
against the Property during the Borrower's  ownership thereof which has not been
paid in full and satisfied.

14.  There are no  easements or claims of easements on the Property not shown on
the Public Records of Orange County, Florida.

15.  Affiant has not and will not execute any  instrument  that would  adversely
affect the title to the property or the interest of the Lender therein.

16. This  Affidavit  is being made to induce (i) the Lender to extend  credit to
the Borrower and STR-ATCOMM  MEDIA,  LTD., an entity organized under the laws of
the Yukon  Territory,  Canada,  in the amount of  $650,000-00 to be secured by a
first mortgage lien on the Property and (ii) AKERMAN, SENTERFITT & EIDSON, P.A.,
as agent, of First American Title Insurance Company to issue a Mortgagee's Title
Insurance  Policy insuring the Lender's  mortgage lien,  and, if applicable,  to
eliminate  certain  exceptions from said title  insurance  policy and it is made
with the intent and understanding that each statement  contained herein shall be
relied on.

                  DATED as of the 1st day of February, 1999.

                                   STRATCOMM MEDIAS, USA, INC.,
                                   A Florida Corporation

_____________________________      By: _____________________________

name ________________________      ROBERTO E. VEITIA, President

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

name ________________________


STATE OF FLORIDA

COUNTY OF OR.ANGE

BEFORE ME, the undersigned authority,  the foregoing instrument was acknowledged
this 1st day of February,  1999, by Roberto E. Veitia, as President of Stratcomm
Media, U.S.A., Inc., a Florida corporation,  who [ ] produced a _drivers license
as identification [_] is personally known to me.

Notary Public

State of Florida - My Commission Expires:


<PAGE>

                                     LEASES

                                   EXHIBIT "B"






<PAGE>

                                    EXHIBIT C

                        List of pending Litigation, Etc.

<PAGE>
Stratcomm Media, Ltd.

Notes to Consolidated Financial Statements
(Expressed in U.S. Dollars)
                                           STRATCOMM MEDIA, LTD.
                                           Notes to Consolidated Financial
                                          (Expressed In US Dollars)

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

Rental expense was approximately $198,000 and $157,000 for the years ended March
31, 1998 and 1997. respectively.

Litigation

Various lawsuits have been filed against various of the Company's  wholly- owned
subsidiaries  during the year ended March 31, 1997.  The first lawsuit was filed
in New York against Corporate Relations Group, Inc. ("CRG') and alleges that CRO
breached its marketing  contract and made  fraudulent  representations  prior to
entering the contract.  Damages of S7,400,000  were being sought in the lawsuit.
This lawsuit was dismissed due to a lack of jurisdiction in New York and has not
been  refiled.  Management  intends to  vigorously  defend  itself  against this
lawsuit if refiled.

The  second  lawsuit  was filed  against  CRG,  three of its  officers  and Gulf
Atlantic  Publishing,  Inc.  and also  alleges  that  there  was a breach of its
marketing  contract  and that  fraudulent  inducements  were  made to enter  the
contract.  Damages of $4,400,000 are being sought in this case. Management feels
that there is no merit to this case and  intends  to  vigorously  defend  itself
against this lawsuit.

In November 1997, CRO was named in a Civil action lawsuit which alleged that the
Company failed to disclose  certain  information in one of its  publications  in
1996  and  was  therefore  in  violation  of  various  securities  laws  and the
California  Civil  Code.  Compensatory  damages  of  approximately  S67,000  and
unspecified  punitive  damages are being sought in case. In March 1998,  part of
the complaint was dismissed. In April 1998, CRO answered the complaint,  denying
all allegations and iiuci4s to vigorously defend itself against this lawsuit.

In April  1998,  CRG was named in another  lawsuit  which  alleges  that it made
material  misstatements  in one of its  publications  in 1995. The lawsuit seeks
punitive and compensatory damages of $150,000.  Management intends to vigorously
defend itself against this lawsuit.

<PAGE>

                                                   STRATCOMM MEDIA, LTD.
Stratcomm Media, Ltd.
Notes to Consolidated Financial Statements
(Expressed in U.S. Dollars)


                                         Notes to Consolidated Financial
                                         (Expressed In US Dollars)

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

CRG was also  named in a  lawsuit  by an  individual  who  claims  he is owed an
undermined  amount  for  services  performed  for  CRG.  Management  intends  to
vigorously defend itself against this lawsuit.

Other

A  regulatory  authority  has  subpoenaed  one of the  Company's  directors,  an
employee,  a former  employee  and  Corporate  Relations  Group,  a wholly owned
subsidiary,  requesting  certain  documentation  in  connection  with two Orders
directing  private  investigations  for actions in violation of Section 10(b) of
the Securities  Exchange Act of 1934 and Rule lOb-5 thereunder The investigators
are  continuing,   and  whether  the  regulatory  authority  will  initiate  any
proceedings unknown. As of March 31, 1998, the Company has insured approximately
S600,000 in legal fm on behalf of the former  employee  relating to this matter.
Management  of the Company  believes  that it is unlikely  that the  outcomes of
these  investigations  will have material impacts on the operations or financial
condition of the Company.

The Company is a party to various other legal and administrative proceedings and
claims of vinous  types,  the  outcome of which is not  determinable.  While any
litigation contains an element of uncertainty, management, based Won the opinion
of legal counsel, believes that the outcome of the proceedings, if any, will not
have a material adverse effect on the Company.

<PAGE>

                       Winthrop, Stimson, Putnam & Roberts

                             One Battery Park Plaza

                             New York, NY 1004-1490

                             Telephone: 212-858-1000

                              Telefax: 212-858-1800

BDO Seldman, LLP
201 S. Orange Avenue

Suite 950
Orlando, FL 32801

RE: Stratcom Media, Ltd. and Corporate Relations Group, Inc.

Genetlemen:

        We are in  receipt  of a letter  from  Joseph H.  Landis,  President  of
Stratcomm  Media,  Ltd.  asking  us to  provide  ceratin  information  to you in
connection with your audit of its consolidated  financial statements as of March
31, 1998 and for the year then ended.

        Please be advised that we do not reglarly or currenlty  perform services
for Stratcomm Media, Ltd. or any of its subsidiaries. We did represent Corporate
Relations  Group,  Inc.(CRG"),  which you have  advised  us is a  subsidiary  of
Stratcomm Media,  Ltd., in a litigation in the Supreme Court of the State of New
York,  County  of  New  York  brought  against  it  by  information   Management
Technologies  Corporation  ("IMTC").  IMTC  alleged  that  CRG had  breached  an
agreement  dated July 31, 1995  pursuant  to which CRG was to provide  IMTC with
certain corporaate relations services.

<PAGE>

BDO Seldman, LLP
June 16, 1998

        We were  successful in obtaining a dismissal of the action on the ground
that,  under the  provisions of the contract in question,  IMTC was obligated to
bring suit against CRG in the Circuit Court in Orange County,  Florida, and thus
was not in a position to pursue its claim in the New York courts. We do not know
whether IMTC,  following  the dismissal of the New York action,  in fact pursued
the claim in Florida.

        There are no amounts owed to us by CRG for services performed.

Very truly yours,



Stephen A. Weiner

cc: Mr. Joseph H. Landis
<PAGE>

                                 LAW OFFICES OF

                                HORWITZ & FUSSELL

                           A PROFESSIONAL ASSOCIATION

                               17 EAST PINE STREET

                             ORLANDO, FLORIDA 38801
                                 (407) 843-7733

                            TELECOPIER (407) 848-1381

                                  June 16, 1998

BDO Seidman, LLP
201 South Orange Avenue

Suite 950
Orlando, Florida 32901

         Re:      Stratcomm Media Ltd.

To Whom It May Concern:

         The President of Stratcomm Media,  Lid,, Joe Landis, has requested that
our  office  provide  you with  with  information  concerning  litigation  which
Stratcomm  Media Ltd., or any of its  subsidiaries  has been involved in through
March 31, 1998.  Additionally we have been requested to provide an update on any
litigation through today.

     It is Our  understanding  that  Corporate  Relations  Group,  Inc. and Gulf
Atlantic Publishing,  Inc. are wholly owned subsidiaries of Stratcomm Media Ltd.
This law firm has been  retained by CRG to represent  the company in seven cues.
Furthermore  this firm,  is  representing  Gulf Atlantic  Publishing,  Inc. as a
co-defendant in one case and Stratcomm Media Ltd. as a co-plaintiff in another.

                                The seven cases  which were  pending as of March
31, 1998 are as follows:

                  1. Corporate Relations Group, Inc- and Stratcomm Media Ltd.,
                     Inc. v. Kirk Bradach, Case No.:CI97-7309, Division 39,
                     In the Circuit Court of the Ninth Judicial Circuit in and
                     for Orange County, Florida; DCA Case No.: 98-212, District
                     Court of Appeal Fifth District,

                  2. Golf Ventures,  Inc. v. Corporate  Relations  Group,  Inc.,
                     Gulf Atlantic Publishing, Inc., Roberto E. Veitia,
                     individually,  James  W. Sprat, L7,  individually,  and
                     James D. Skalko,  individually;  Case No.- C197-2441,
                     Division 34, In the Circuit Court of the Ninth Judicial
                     Circuit in and for Orange County, Florida,.

                  3. Corporate, Relations Group, Inc. v. Mickey Hobby, Case No.:
                     CI97-7308, Division 34, In the Circuit Court of the Ninth
                     Judicial Court in and for Orange County, Florida.


<PAGE>

BDO Seidman, LLP
June 16,1998
page 2


                  4. Corporate Relations Group, Inc. v. Heredia; Case No.:
                     CI96-6574, Division 37, In the Circuit Court of the
                     Ninth Judicial Circuit in and for Orange County, Florida.

                  5. Robert Horton v. Corporate Relations Group, Inc., Case No.:
                     97-27976-CA06, In the Circuit Court of the Eleventh
                     Judicial Circuit in and for Orange County, Florida.

                  6. Information Management Technologies Corporation v.
                     Corporate Relations Group, Inc., Index No. 605378/96,
                     Supreme Court of the State of New York, County of New York.

                  7. Corporate Relations Group, Inc. v. Paul J. Winkle, Case
                     No.: CI97-7310, Div 33, In the Circuit Court of the
                     Ninth Judicial Circuit in and for Orange County, Florida.

         Four of the above seven cases (items 1, 3, 4 and 7), involve actions by
CRG and/or  Stratcomm  against  former  employees,  seeking the  enforcement  of
non-compete and confidentiality  agreements. The cases against Mickey Hobbie and
Paul  Winkle  have  reached  and  amicable  settlement  and should be  dismissed
shortly.

         Additionally, in the case against David Heredia, CRG was able to obtain
an injunction against Mr. Heredia  restricting him from soliciting  employees of
CRG to misappropriate CRG trade secret information.

         In the case  against  Kirk  Bradach,  CRG and  Stratcomm  were denied a
temporary  injunction by the Circuit  Court.  This decision has been appealed to
the  Fifth  District  Court  of  Appeals.  A ruling  on this  appeal  should  be
forthcoming. Regardless of the results of the appeal both CRG and Stratcomm will
continue  to  seek  an   injunction   against   Kirk   Bradach  to  prevent  the
misappropriation  of trade secret information and the enforcement of non-compete
agreement.

         In the second suit  against Golf  Ventures,  Inc. has alleged that CRG,
Gulf Atlantic Publishing, Inc. and three individuals have breached it's contract
with Golf Ventures, Inc. Additionally,  Golf Ventures has claimed that they were
fraudulently  induced into entering  contracts with the defendants in this suit.
The total of the claims  against CRG and Gulf  Atlantic  Publishing,  Inc. is in
excess of $4,400,00.

         While any litigation  contains  certain risks,  this suit is apparently
without merit.  CRG and Gulf Atlantic  Publishing  intend to vigorously  contest
these  claims.  At this  time  there  has been no  action  taken in this case by
plaintiff hired new counsel on January 5, 1998

         In the Fifth case, Robert Horton has claimed he is owed an undetermined
amount of money as a finder's  fee from CRG for his work  involving  the Chicken
Kitchen Corporation.

<PAGE>

 BDO Seidman, LLP
June 16,1998
page 3

CRG intends to vigorously  defend this suit as Mr. Horton is not entitled to any
compensation under his contract in relation to Chicken Kitchen  Corporation.  AG
the initial phases of discovery are just concerning it is too early to determine
whether a settlement offer should be entertained.

     In addition to his claims against CRG, noted in the proceeds paragraph, Mr.
Horton has  indicated  that he believe that he Is owed a Ender's fee on accounts
received by Gulf  Atlantic  Publishing,  Inc.  and Arrow  Marketing,  Inc.  from
Chicken Kitchen Corporation.  There is no apparent basis which substantiates Mr.
Horton's  claim to any amount  received by Gulf  Atlantic  Publishing,  Inc. and
Arrow Marketing, Inc.

         The sixth  case,  Information  Management  Technologies,  (hereinafter,
"IMTECH")  alleged that CRG breached its marketing  contract with IMTECH causing
actual and  consequential  damages in the  amount of  $7,400,000.  This suit was
dismissed due to jurisdictional  reasons and could be refilled in Orange County,
Florida.  More than one year has passed since the case was dismissed,  therefore
it appears that IMTECH has little  desire to pursue this more than seven million
dollar  claim.  It is the  position  of CRG that the  claim was  frivolous,  The
failure to refile  the case by IMTECH is  consistent  with the  belief  that the
claim has no merit.

         There have been no unasserted  claims for the period  through March 31,
1997 or through the date of this letter of which I have been informed.

         As of the audit date CRG had a credit  balance in their  trust  account
with our firm and did not owe any funds for costs or services.

Please call my office if you have any questions regarding any of these issues.

Sincerely,



MA.RK L. HORWTTZ

<PAGE>

 Arent Fox

ATTORNEYS AT LAW
Arent Fox Xinter, Plotkip & Kahn, PLLC

1050 Connecticut Avenue, NW         Washington, DC  20036-5339
Phone 202/857-6000  Fax 202/857-6395  www.arentfox.com


                                  June 15, 1998

BDO Seidman, LLP 201 S Orange Avenue Suite 950 Orlando, Florida 32801

         Re:  Stratcomm Media, Ltd.

Ladies and Gentlemen:

         By letter dated April 29, 1998, Joseph H. Landis, president,  Stratcomm
Media,  Ltd.  (the  "Company"),  requested  that we  furnish  you  with  certain
information in connection  with your  examination of the accounts of the Company
for the period ended March 31, 1998.

         The firm was retained by Corporate Relations Group, Inc. ("CRG"), which
we  understand  is  wholly-owned  subsidiary  of  the  Company,  in  early  1996
principally to represent CRG in connection with certain of the matters  referred
to below.

         Except, to the regard to the following matters, and subject to the last
paragraph  of this letter,  we advise you that we have not rendered  substantive
attention  to, nor  represented  the  Company or CRG in  connection  with,  loss
contingencies  coming  within the scope of the clause (a) of  paragraph 5 of the
Statement referred to in the last paragraph of this letter.

         The Securities and Exchange Commission  ("Commission")  issued an order
directing a Private  Investigation on December 27, 1995 (the "order")  regarding
trading in the shares of common stock of the Tracker  Corporation of America,  a
Delaware  corporation  with  principal  executive  offices in Toronto,  Ontario,
Canada ("Tracker").

         The  commission's  order states that the staff reported  information to
the  commission  which  indicates that beginning on January 1, 1994, or earlier,
certain  persons or entities may have engaged in actions in violation of section
10(b)  of the  Securities  Exchange  Act of 1934  (the  "Act")  and  Rule  10b-5
thereunder.

<PAGE>

Arent Fox
BDO Seidman, LLP
June 15, 1998
Page 2

         We understand  that the staff of the  commission  has,  pursuant to the
order,  subpoenaed a significant  number of people  requiring the  production of
documents  and/or  testimony.  As a part of the  investigation,  subpoenas  were
served on  Robert  Veitia,  Leonard  Aranoff,  and a number of former  office or
employees of CRG and on CRG based on CRG's business  relationship  with Tracker.
The subpoenas also require  information  regarding  approximately  50 additional
companies with which CRG had, or continues to have, a business relationship.

         The subpoenas  served on CRG, Mr. Veitia and Mr.  Aronoff  required the
production of a substantial number of documents, and such persons have delivered
the documents requested to the staff in responses to the subpoenas.

         Although  the  investigation  has been in  progress  for more  than two
years,  neither  we nor the  company in a position  to advise  you  whether  the
commission  will institute any  proceedings,  the scope of any such  proceedings
should  they be  instituted,  the  likelihood  of any  adverse  decision  should
proceedings be  instituted,  or the extent of any penalties that could be sought
in any such proceedings.

         The Northeast  regional Offices of the Securities  Exchange  Commission
("NYRO")  obtained an order from the  commission  on March 25, 1997  directing a
private  investigation  regarding the trading in the  securities of  unspecified
companies ("the NYRO Order").

         The NYRO  Order  states  that the  staff  reported  information  to the
commission  which indicates that certain persons or entities may have engaged in
actions in violation of Section 10(b) of the Act or Rule 10b-5 thereunder.

         On March 25, 1997, the NYRO served a subpoena on the Company  requiring
the  production of a significant  number of documents  regarding  Golf Ventures,
Inc., a former client of CRG ("GVI"), and Leasing Technologies, Inc., ("LTP").

         CRG responded to the NYRO subpoena and delivered  responsive  documents
regarding GVI. It advises the NYRO that it had no information  regarding LTI and
thus had no documents to deliver in response to the subpoena.  Since delivery of
the documents to the NYRO in response to the  subpoena,  neither we nor CRG have
had any further contact with the NYRO.

         Neither we nor the  Company are in a position to advise you whether the
commission will institute any proceedings in the NYRO matter or the scope of any
such proceedings should they be instituted.

         I note that GVI filed  lawsuit  against  CRG in March 1997 and  suggest
that you discuss this matter with the Company and with counsel  representing the
Company in such proceedings.

<PAGE>

          HAZARD INSURANCE AND TITLE INSURANCE ANTI-COERCION STATEMENT

THIS  STATEMENT  is made as  required  under  Rule  4-3-.002  of the  Rules  and
Regulations of the insurance Commission Regarding Anti-Coercion.

LENDER:    1ST  NATIONAL  BANK OF CENTRAL FLORIDA a national banking association

MORTGAGOR:  STRATCOMM h4EDIA, U.S.A., INC., a Florida corporation

LOAN AMOUNT:       $650,000-00

CLOSING DATE:      February 1, 1 999

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

Statement

         To secure the Loan,  Mortgagor  has executed a Mortgage,  Assignment of
Rents and Security  Agreement  (the  "Mortgage")  in favor of Lender on the real
property and described in said Mortgage.

         The Insurance  Laws of Florida  provide that the Lender may not require
the  Mortgagor  to obtain  insurance  from any  particular  agent or  company to
protect the property  mortgaged to Lender.  Subject to the rules  adopted by the
Insurance  Commissioner,  the Mortgagor has the right to place insurance on such
property  with  insurance  agents or  companies  of his choice.  The Lender may,
however,  prescribe  reasonable  requirements  regarding  the type of  insurance
company  providing  coverage,  the adequacy of such  coverage and the  financial
structure  and  stability  of the  insurance  agency or company  providing  such
coverage. These requirements are:

         1. Policy must be written through a company with a minimum Best's Guide
            rating of B- (conventional loans - BBB +).

         2. Policy must have Fire Extended Coverage and Special Form and must be
            in the amount of the mortgage loan.

         3. We must have the original policy, plus one (1) copy in our office
            prior to our closing.

         In the event the renewal of the existing fire  insurance  policy on the
subject  property and in the event that a fire  insurance  policy with a company
and with terms and in an amount  acceptable  to you as Lender or property is not
in your  office on or before  thirty  (30) days prior to the  existing  policy's
expiration  date, the undersigned  hereby  authorizes you to procure the same or
similar  coverage in a company and with an insurance  agent and in an amount and
with the terms acceptable to you and the then owner on this subject property.

Acknowledgment of Mortgagor

         Borrower  has  read  the  foregoing  statement,  or  the  rules  of the
Insurance  Commissioner  in  regard  thereto,  and  understand  our  rights  and
privileges and those of the Lender  concerning the placement of insurance on the
mortgaged property.

         Borrower has selected Gentry Insurance Agency, Inc. located at P.O. Box
2046, Apopka, Florida 32704, to provide the liability, hazard and other hazard
insurance on the mortgaged property.

<PAGE>

         The  undersigned  Borrower has selected First American Title  Insurance
Company to provide title insurance on the Loan to the Lender.

                                            BORROWER:
                                            STRATCOMM MEDIA U.S.A., INC.,
                                            A Florida Corporation

----------------------------------------------------------------------------
                                            ROBERTO E. VEITIA, President

(CORPORATE SEAL)

STATE OF FLORIDA
COUNTY OF ORANGE

         BEFORE ME, the  undersigned  authority,  the foregoing  instrument  was
acknowledged this 1St day of February,  1999, by Roberto E. Veitia, as President
of  Stratcomm  Media,  U.S.A.,  Inc.,  a Florida  corporation,  each of whom [ ]
produced______________________ as identification[ ] is personally known to me.


                 ---------------------------------------------------------------
                              Notary Public

                              State of Florida - My Commission Expires:



                                            Kathleen M Wood
                                            My commission cc782345
                                            Expires October 11, 2002


<PAGE>

                        FLOOD HAZARD INSURANCE AGREEMENT

BORROWER:    STRATCOMM MEDIA, U.S.A., INC., a Florida corporation and
             STRATCOMM MEDIA, LTD., an entity organized under the laws of the
             Yukon Territory, Canada

LENDER:      IST NATIONAL BANK OF CENTRAL FLORIDA

LOAN AMOUNT: $650,000.00

MORTGAGED PROPERTY-        SEE ATTACHED EXHIBIT "A

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

         In order to induce  Lender to make  disbursements  under the above loan
(herein "Loan") to the Borrower, the undersigned represents, warrants and agrees
as follows:

1.       That Federal Flood Insurance is not presently required.

2.                That if at any time during the life of the loan, undersigned's
                  community is designated as a flood prone area, and the Federal
                  Insurance   Administration   map  shows  that  the   Mortgaged
                  Property,  real and  personal,  is  located  within a  special
                  hazard area, and Federal Flood insurance can be purchased, the
                  Borrower shall  purchase and maintain  flood  insurance in the
                  amount of the lesser of the following:

a.       the amount of the insurance available;
b.       or the insurable value of the property;
c.       or the Loan Amount

         3. The undersigned further agrees that the Lender will be made the loss
payee of such coverage.

Dated this 1st day of February, 1999.

                                                     "BORROWER"
                                                 STRATCOMM MEDIA, USA, INC.
                                                 A Florida corporation

                                             ----------------------------------
                                               ROBERTO E VEITIA, President

[CORPORATE SEAL]

ATTEST                                      STRATCOMM MEDIA, LTD.,
                                            An entity organized under laws of
                                            the Yukon territory, Canada



----------------------------------      ------------------------------------
PAMELA BATHURST_PHILPOLT, secretary ROBERTO E VEITIA, President

[CORPORATE SEAL]

<PAGE>

                                   EXHIBIT "A"

Parcel One:
         Begin at point 675 feet east of the west line of section 1, township 22
         south,  range 29 east, ad 30 feet north of the center line of lee road,
         thence run north  279.20  feet;  thence  run east 100 feet,  thence run
         south 279.20 feet;  thence run west 100 feet to the point of beginning,
         being a part of lots 2 and 3, PLAN OF WEST  WINTER  PARK (also known as
         Holden Brothers Subdivision of West Winter Park), according to the plat
         thereof as  recorded  in plat book A, page 62 of the public  records of
         orange county, Florida, LESS road right of way.

Parcel Two:
         North 1/2 of lot 12, block "D", Albert Lee Ridge, According to the plat
         thereof  recorded  in the plat book "T",  page  147,  public  record of
         Orange County, Florida.

Also Known As:
         Part of lot 2 plan of West Winter Park as recorded in plat book A, page
         62, Public record of Orange County, Florida described as follows:

         Beginning at the northeast corner of lot 11, Block D, Albert Lee Ridge,
         as  recorded  on plat book T, page 147 of the public  records of orange
         county, Florida; RUN S 88'57'31' W 100.00 feet along the south lines of
         lots 4 & 10 block D of aforesaid plat to the northeast corner of lot 3,
         Block D of said plat;  Thence  run s 02' 04'29 E 254.25  feet along the
         east lines of lots 1, 2, & 3 block D to the north  Right of way line of
         Lee road;  thence run along the north  right of way line N  88'36'12' E
         100.00 feet; thence run N 02'04'29 W 253.63 feet along the west line of
         lots 11, 12 & 14 block D to the point of beginning.

         TOGETHER WITH:

         The north half of lot 12,  Block D of Albert Lee  Ridge,  According  to
         plat  thereof  as  recorded  in plat book T,.  page 147,  of the public
         records of orange county, Florida.

         Subject to and  together  with all  rights  under and by virtue of that
         certain easement  agreement dates august 7, 1988,  recorded in official
         records book 3814, page 4277, public records of orange county Florida.

<PAGE>

         1ST NATIONAL BANK OF CENTRAL FLORIDA a national banking association


                             Date: February 1, 1999

                 NOTICE TO BORROWER OF SPECIAL FLOOD HAZARD AREA

              STRATCOMM MEDIA, U.5.A., INC., a Florida corporation

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

Notice is hereby given that the improved real estate or mobile home described is
or will be located in an area described by the Director of the Federal Emergency
management Agency as a special flood hazard area.

(if  this  section  applies,  you  must  also  check  pan A or B,  whichever  is
appropriate.)

NOTICE TO BORROWER ABOUT FEDERAL DISASTER RELIEF

A.       Notice in Participating Communities.  You must maintain flood insurance
         for the term of this loan.  The  improved  real  estate or mobile  home
         securing  your loan is or will be  located in a  community  that is now
         federally declared disaster,  Federal disaster relief assistance may be
         available.   However,  such  assistance  will  be  unavailable  if  the
         community has been  identified  for at least one year as a flood hazard
         area and is not  participating in the National Flood insurance  Program
         at the time the assistance would be approved. This assistance,  usually
         in the form of a loan with a favorable  interest rate, may be available
         for damages incurred in excess of your flood insurance

                   IMPORTANT - BANK POLICY REGARDING PREMIUMS

         We can assist You in  obtaining  the first  year's  coverage or we must
         have proof of coverage before disbursing proceeds of the loan. You will
         be notified each year by the National Flood Insurance  Program when the
         flood  insurance  premiums  are due.  If you do not pay these  premiums
         promptly,  a second notice will be sent to the Bank indicating that the
         premiums have not been paid. Our experience has indicated that the Bank
         has not had sufficient  time.  after  receiving the second  notice,  to
         contact  you  prior  to  the  insurance  expiration  date.   Therefore,
         immediately  upon  receipt of the  second  notice the Bank will pay the
         premium due for the flood insurance  policy.  Premiums  advanced,  plus
         interest,  will be added to you loan balance. If, in the meantime,  you
         have also paid the premium, it will be your responsibility to request a
         refund of the duplicate payment.

B.       Notice In  nonparticipating  Communities.  The improved  real estate or
         mobile  home  securing  your loan is or will be located in a  community
         that is not participating in the National Flood Insurance Program. This
         means that such property is not eligible for Federal  flood  insurance.
         In the event  the  property  is  damaged  by  flooding  in a  federally
         declared disaster,  Federal disaster relief assistance for the property
         will be unavailable  if the community has been  identified for at least
         one year as a flood hazard area.  Such assistance may be available only
         if, at the time the  assistance  would be  approved,  the  community is
         participating  in the  National  Flood  Insurance  Program  of has been
         identified as a flood hazard area for less that one year.

XX       The  improved  real  estate or  mobile  home  described  above has been
         determined  as not being  located in a special flood hazard area by the
         Flood Insurance Administration per FIRM Panel No. dated____________

Please sign the Acknowledgment below. Furthermore. if you desire that we
purchase Flood Insurance on your behalf, it is necessary that you ,sign the
Authorization.

                                 ACKNOWLEDGMENT

I (We) have read and  understand  the above notice and  acknowledge  receiving a
copy of this notice.

                           STRATCOMM MEDIA, USA, INC.,
                              A Florida corporation

                           By____________________________________________
                                   ROBERTO E. VEITIA, President


[CORPORATE SEAL]

OR14567
<PAGE>

1ST NATIONAL BANK OF CENTRAL FLORIDA
a national banking association


AFFIDAVIT OF COMMERCIAL LOAN PURPOSE

STATE OF FLORIDA
COUNTY OF ORANGE

         BEFORE ME, the undersigned  authority,  personally  appeared ROBERTO E.
VEITIA, as President of STRATCOMM MEDIA, U.S.A., INC., a Florida corporation and
STRATCOMM  MEDIA,  LTD.,  an  entity  organized  under  the  laws  of the  Yukon
Territory" Canada, respectively, who being first duly sworn, deposes and says:

         1  .  1ST  NATIONAL  BANK  OF  CENTRAL  FLORIDA,   a  national  banking
         association  ("Lender") is making a loan or other credit  accommodation
         as evidenced by certain  instruments  executed by Affiant and others in
         favor of Lender of even date herewith.

         2.  The  loan  is  primarily  for a  commercial,  corporate,  business,
         agricultural,  or other income producing purpose, and not primarily for
         a personal, family, or household purpose, and that the Loan constitutes
         a business loan, which is exempted from the disclosure  requirements of
         Regulation  Z - Truth  in  Lending  of the  Board of  Governors  of the
         Federal Reserve System.

         3. The purpose of this  Affidavit  is to induce  Lender to rely in good
         faith on the above stated loan purpose in its effort to comply with all
         applicable laws and regulations.

DATED this 1st day of February, 1 999.

                                         STRATCOMM MEDIA, USA, INC.,
                                         A Florida corporation

                                         -------------------------------------
                                            ROBERTO E. VEITIA, President
[CORPORATE SEAL)

ATTEST                                   STRATCOMM MEDIA, LTD.,
                                         An entity organized under the laws of
                                         the Yukon Territory, Canada




-----------------------------         ------------------------------------------
PAMELABATHURSY-PHIPOLT, Secretary     ROBERTO E. VEITIA, President


[CORPORATE SEAL]

OR]45625,
<PAGE>

STATE-OF FLORIDA
COUNTY OF ORANGE

         BEFORE ME the  undersigned  authority,  the  foregoing  instrument  was
acknowledged this 1st day of February,  1999, by Roberto E, Veitia, as President
of Stratcomm Media, USA, Inc., a Florida corporation,  each of whom [ ] produced
_________________________ as identification [ ] is personally known to me.

                                     -------------------------------------------
                                          Notary Public
                                          State of Florida

                                      Kathleen M Wood
                                      Expires October 11, 2002
                                      My Commission CC7823A5
STATE OF FLORIDA
COUNTY OF ORANGE

         BEFORE ME, the  undersigned  authority,  the foregoing  instrument  was
acknowledged this 1st day of February,  1999, by Roberto E. Vietia, as President
and Pamela Bathurst-Philpolt,  as Secretary,  Respectively,  of Stratcomm Media,
Ltd., an entity organized under the laws of the Yukon Territory, Canada, each of
whom [ ] produced  _________________________ as identification [ ] is personally
known to me,

                                     -------------------------------------------
                                         Notary Public
                                         State of Florida

                                         Kathleen M Wood
                                         My Commission CC782345
                                         Expires: October 11, 2002




<PAGE>

                                OWNER'S AFFIDAVIT

STATE OF FLORIDA
COUNTY OF ORANGE

TO:      1ST NATIONAL BANK OF CENTRAL FLORIDA

         STRATCOMM MEDIA,  U.S.A.,  INC., a Florida corporation (the "Borrower")
has executed a Mortgage,  Assignment of Rents and Security Agreement in favor of
IST NATIONAL BANK OF CENTRAL FLORIDA, a national banking association ("Lender's,
upon premises located in Orange County,  Florida and more particularly described
on  Exhibit  A'  attached  hereto  and by  this  reference  made  a part  hereof
("Property").

         It is hereby  certified  by the  undersigned,  having  been duly sworn,
that:

         1 . The Property is owned by Borrower,  in fee simple, and Borrower has
full power, right, title and authority to execute said mortgage.

         2.  Borrower  is in sole  and  exclusive  possession  of the  Property,
excepting  only,  for the following  persons who hold as lessees by, through and
under the undersigned:

                            SEE ATTACHED EXHIBIT "8'.
No lessee has an option to purchase,  or other interest  legally or equitably in
and to the Property, except as lessees for the number of years indicated, nor do
said leases contain an option to renew, except as indicated above.

         3.  The  improvements  and  business,  if any,  to be  constructed  and
operated upon the  Property,  are not and will not be in violation of any zoning
ordinance, or of any setback requirement, or of any other city, 'county or state
governmental regulation or directive.

         4. There are no outstanding unrecorded documents affecting the title to
the  Property,  nor does any third  person  have any claim of right or  interest
therein.

         5. No labor or services  have been  performed  upon,  nor any materials
furnished  to the  Property  during  the  ninety  (90)  day  period  immediately
preceding the date hereof.

         6. No  contractor,  subcontractor,  material man,  laborer,  architect,
landscape  architect  or  engineer  has any lien or right  to lien  against  the
Property, or any part thereof, for any work, labor or materials furnished by any
such party to the Property.

         7.  The  Property  is not  encumbered  by  the  lien  of any  judgment,
mortgage,  writ of  attachment  or income  tax lien to any party  other than the
Lender.

         8.  This  affidavit  is made for the  purpose  of  inducing  Lender  to
disburse the proceeds of the loan secured by the aforedescribed mortgage and for
the  further  purpose of  disclosing  unto  Lender any and all claims  which may
adversely affect or be prior to the lien of said mortgage.

         9. The purpose of this loan is  primarily  for  business or  commercial
purposes.

         10. There are no matters  whatsoever  pending against the Borrower that
could give rise to a lien that would attach to the Property,  except as shown as
exceptions on the title insurance commitment of the Lender,  issued by the title
agent in connection herewith.

         11. There are no taxes or assessments levied or outstanding against the
Property or Borrower  and the Property is free and clear of tax liens except for
current real property taxes not yet due and payable.

<PAGE>

         12. No lien for unpaid  income or any other  taxes has been filed or is
outstanding against the Property or Borrower.

         13. The Borrower has not suffered any  judgement or decree in any court
in which has not been paid in full and  satisfied  and no judgment lien has ever
attached against the Property during the Borrower's  ownership thereof which has
not been paid in full and satisfied.

         14.  There are no  easements or claims of easements on the Property not
shown on the Public Records of Orange County, Florida.
         15.  Affiant  has not and will not execute  any  instrument  that would
adversely  affect  the  title to the  property  or the  interest  of the  Lender
therein.

         16.  This  Affidavit  is being  made to induce (i) the Lender to extend
credit to the Borrower and STRATCOMMM MEDIA, LTD., an entity organized under the
laws of the Yukon Territory,  Canada, in the amount of $650,000.00 to be secured
by a first mortgage lien on the Property and (ii) AKERMAN,  SENTERFITT & EIDSON,
P.A., as agent, of First American Title Insurance Company to issue a Mortgagee's
Title Insurance Policy insuring the Lender's  mortgage lien, and, if applicable,
to eliminate certain  exceptions from said title insurance policy and it is made
with the intent and understanding that each statement  contained herein shall be
relied on.

DATED as of the 1st day of February, 1 999.

                         STRATCOMM MEDIA, U.S.A., INC.,
                         A Florida corporation

----------------------------   ---------------------------------------------
NAME_________________________    Roberto E Vietia, President

----------------------------------------------------------
NAME:____________________________________________________


 STATE OF FLORIDA

COUNTY OF ORANGE

BEFORE ME, the undersigned authority,  the foregoing instrument was acknowledged
this St day of February,  1999, by Roberto E. Veitia,  as President of Stratcomm
Media, U.S.A., Inc., a Florida corporation,  who [ ] produced  _________________
as identification [ ] is personally known to me.


---------------------------------------------
Notary Public
State of Florida -

<PAGE>

                                   EXHIBIT "A"

Parcel One:
         Begin at point 675 feet east of the west line of section 1, township 22
         south,  range 29 east, ad 30 feet north of the center line of lee road,
         thence run north  279.20  feet;  thence  run east 100 feet,  thence run
         south 279.20 feet;  thence run west 100 feet to the point of beginning,
         being a part of lots 2 and 3, PLAN OF WEST  WINTER  PARK (also known as
         Holden Brothers Subdivision of West Winter Park), according to the plat
         thereof as  recorded  in plat book A, page 62 of the public  records of
         orange county, Florida, LESS road right of way.

Parcel Two:
         North 1/2 of lot 12, block "D", Albert Lee Ridge, According to the plat
         thereof  recorded  in the plat book "T",  page  147,  public  record of
         Orange County, Florida.

Also Known As:
         Part of lot 2 plan of West Winter Park as recorded in plat book A, page
         62, Public record of Orange County, Florida described as follows:

         Beginning at the northeast corner of lot 11, Block D, Albert Lee Ridge,
         as  recorded  on plat book T, page 147 of the public  records of orange
         county, Florida; RUN S 88'57'31' W 100.00 feet along the south lines of
         lots 4 & 10 block D of aforesaid plat to the northeast corner of lot 3,
         Block D of said plat;  Thence  run s 02' 04'29 E 254.25  feet along the
         east lines of lots 1, 2, & 3 block D to the north  Right of way line of
         Lee road;  thence run along the north  right of way line N  88'36'12' E
         100.00 feet; thence run N 02'04'29 W 253.63 feet along the west line of
         lots 11, 12 & 14 block D to the point of beginning.

         TOGETHER WITH:

         The north half of lot 12,  Block D of Albert Lee  Ridge,  According  to
         plat  thereof  as  recorded  in plat book T,.  page 147,  of the public
         records of orange county, Florida.

         Subject to and  together  with all  rights  under and by virtue of that
         certain easement  agreement dates august 7, 1988,  recorded in official
         records book 3814, page 4277, public records of orange county Florida.

<PAGE>

                                     LEASES

                                      NONE

                                  EXHIBIT "B"


<PAGE>

                     IST NATIONAL BANK OF CENTRAL FLORIDA,
                         a national banking association

MORTGAGOR:              STRATCOMM MEDIA, U.S.A., INC., a Florida corporation

LENDER:                 IST NATIONAL BANK OF CENTRAL FLORIDA

LOAN AMOUNT:            $650,000.00

MORTGAGED PROPERTY:     SEE ATTACHED EXHIBIT "A"

-------------------------------------------------------------------------------
                    POST CLOSING/FURTHER ASSURANCE AGREEMENT

         The  undersigned,  for  and in  consideration  of the  above-referenced
Lender  this date  making  mortgage  loan  principal  amount of  $650,000.00  to
STRATCOMM MEDIA, U.S.A., INC., a Florida corporation, and STRATCOMM MEDIA, LTD.,
an entity  organized under the laws of the Yukon  Territory,  Canada,  agree, if
requested by Lender or their closing agent, to fully cooperate, adjust, initial,
re-execute  and  re-deliver  any and closing  documents  if deemed  necessary or
desirable in the  reasonable  discretion  of Lender.  It is the intention or the
undersigned  that all  documentation  for this  transaction  and all payments or
disbursements  made thereunder  shall be an accurate  reflection of the parties'
agreement;  that each party  should pay all costs and expenses  contemplated  by
their  agreement  and/or dictated by custom and U.S.A.ge in this area; and, that
the Lender's  closing agent shall be relieved of the burdens of Section  697.10,
Florida Statutes, by this Agreement.

         The  undersigned  do hereby so agree  and  covenant  in order to assure
Lender  that the loan  documentation  executed  this  date will  conform  and be
acceptable in the market place in the instance of transfer,  sale or .conveyance
by  Lender of its  interest  in and to said  loan  documentation,  and to assist
Lender in complying with all regulatory and underwriting requirements applicable
to commercial loans of this type.

DATED as of the 1st day of February, 1999.

                                          STRATCOMM MEDIA, USA, INC.,
                                          A Florida corporation

                                          -------------------------------------
                                          ROBERTO E. VEITIA, President
[CORPORATE SEAL)

ATTEST                                    STRATCOMM MEDIA, LTD.,
                                          An entity organized under the laws of
                                          the Yukon Territory, Canada




----------------------------------        --------------------------------------
PAMELABATHURSY-PHIPOLT, Secretary         ROBERTO E. VEITIA, President


[CORPORATE SEAL]

<PAGE>

                                   EXHIBIT "A"

Parcel One:
         Begin at point 675 feet east of the west line of section 1, township 22
         south,  range 29 east, ad 30 feet north of the center line of lee road,
         thence run north  279.20  feet;  thence  run east 100 feet,  thence run
         south 279.20 feet;  thence run west 100 feet to the point of beginning,
         being a part of lots 2 and 3, PLAN OF WEST  WINTER  PARK (also known as
         Holden Brothers Subdivision of West Winter Park), according to the plat
         thereof as  recorded  in plat book A, page 62 of the public  records of
         orange county, Florida, LESS road right of way.

Parcel Two:
         North 1/2 of lot 12, block "D", Albert Lee Ridge, According to the plat
         thereof  recorded  in the plat book "T",  page  147,  public  record of
         Orange County, Florida.

Also Known As:
         Part of lot 2 plan of West Winter Park as recorded in plat book A, page
         62, Public record of Orange County, Florida described as follows:

         Beginning at the northeast corner of lot 11, Block D, Albert Lee Ridge,
         as  recorded  on plat book T, page 147 of the public  records of orange
         county, Florida; RUN S 88'57'31' W 100.00 feet along the south lines of
         lots 4 & 10 block D of aforesaid plat to the northeast corner of lot 3,
         Block D of said plat;  Thence  run s 02' 04'29 E 254.25  feet along the
         east lines of lots 1, 2, & 3 block D to the north  Right of way line of
         Lee road;  thence run along the north  right of way line N  88'36'12' E
         100.00 feet; thence run N 02'04'29 W 253.63 feet along the west line of
         lots 11, 12 & 14 block D to the point of beginning.

         TOGETHER WITH:

         The north half of lot 12,  Block D of Albert Lee  Ridge,  According  to
         plat  thereof  as  recorded  in plat book T,.  page 147,  of the public
         records of orange county, Florida.

         Subject to and  together  with all  rights  under and by virtue of that
         certain easement  agreement dates august 7, 1988,  recorded in official
         records book 3814, page 4277, public records of orange county Florida.

<PAGE>

                        FOR COPY OF CORPORATE CERTIFICATE

                                 OF BORROWER AND

                          ATTACHMENTS, SEE BANK'S FILE

<PAGE>

                              CORPORATE CERTIFICATE

         I, ROBERTO E. V.EITIA, Chief Executive Officer of STRATCOMM MEDIA, LTD,
an  entity  organized  under  the  laws  of the  Yukon  Territory,  Canada  (the
'Company') hereby certify that:

1 . Attached  hereto as Exhibit 'A is a true,  correct and complete  copy of the
Company's   Articles  of  incorporation  as  in  L4fect  on  the  date  of  this
Certificate.

2. There have been no  amendments or other  documents  affecting or altering the
Company's Articles of Incorporation since the date of this Certificate,  and the
Company has remained in good standing under the laws of the State of Florida.

3. No suit or proceeding for the  dissolution or liquidation of the Company been
instituted or is now threatened.

4.  Attached  hereto as Exhibit 'S is a true,  correct and complete  copy of the
Bylaws  of the  Company  as the same  were in  effect  immediately  prior to the
adoption of the resolutions  referred to in item 6 hereof,  and such Bylaws have
not been  altered or amended and have been in full force and effect at all times
since the adoption of such resolutions through the date hereof.

5.  Attached  hereto as  Exhibit  'C is a true,  correct  and  complete  copy of
resolutions of the Board of Directors of the Company (the 'Resolutions') adopted
by unanimous  written consent on February 1, 1 999 and said corporate  action As
been  since  adopted  and is now in full  force  and  effect,  and has not  been
modified in any respect.

6. The  Resolutions  authorize  the  Company  and the  officers  of the  Company
referred to therein to execute and  deliver,  and to do all things  necessary or
appropriate  for the  performance  of all the Company's  obligations  under that
certain  mortgage  Note in the  principal  amount of  $650,000.00  (the 'Note'),
executed  by the Company in favor of Ist  NATIONAL  BANK OF CENTRAL  FLORIDA,  a
national banking association  ('Lender'),  and under all documents or agreements
evidencing, securing or relating to the indebtedness represented by the Note.

7. The following persons have been duly elected,  have duly.  Warifield,  and on
The-Az(ate  hereof are officers of the Company,  holding the respective  offices
set opposite their names,  and the signatures set opposite their names are their
respective genuine signatures:

         Name                       Title                     Signature


Roberto E. Veitia               President         ___________________________


Flarnela Bathurst-Philpolt      Secretary         ___________________________


         9. This  Certificate  is made and  delivered for the benefit of Lender,
and Lender is entitled to rely on the warranties,  representations and facts set
forth  herein  in  making  a loan in the  principal  amount  of  $650,000.00  to
Stratcomm Media, U.S.A., Inc., a Florida corporation and STRATCOMM MEDIA, LTID.,
an entity organized under the laws of Canada.

IN WITNESS  WHEREOF,  I have signed this Certificate and affixed hereto the seal
of the Company, this 1st day of February, 1999.

                                            STRATCOMM MEDIA, LTD.,
                 An entity organized under the laws of the Yukon
                                            Territory, Canada




                By:______________________________________________
                   Roberto E. Veitia, Chief Executive Officer

<PAGE>

                            ARTICLES OF INCORPORATIQN

                                   Exhibit 'A'

<PAGE>

notarially  certified copy thereof,  shall be deposited at the registered office
of the Company,  or at such other place as is  Specified  for the purpose in the
notice convening the meeting or in the information  circular,  relating thereto,
not less than forty-eight (48) hours,  excluding Saturdays and holidays,  before
the time of the meeting.

         8.12 Except as otherwise provided by law or these Articles, a proxy may
be in any form the Directors cx- the chairman of the meeting approve.

         8.13 A vote  given in  accordance  with the  terms of a proxy  shall be
valid  notwithstanding the previous death or incapacity of the member giving the
proxy or the revocation of the proxy or of the authority under which the form of
proxy was  executed  or. the transfer of the share in respect of which the proxy
is given,  provided That no notification  in writing of such death,  incapacity,
revocation cc transfer shall have been received at the registered  office of the
Company or by the  chairman  of the meeting or  adjourned  meeting for which the
proxy was given before the vote is taken.

                                     PART 9

                                    DIRECTORS

         9.1 The members,  except as otherwise  restricted by the  Memorandum or
Articles,  shall be entitled to elect Directors at the annual general  meetings,
but the number to be elected shall be determined by the Directors.  Failing such
determination,  the  number  to be  elected  shall be the same as the  number of
Directors whose terms expire at the meeting.

         9.2  The directors may from time to time appoint additional directors.

         9.3 A casual vacancy occur-ring in the Board of directors may be filled
by the remaining Directors or Director.

         9.4 A  Director's  term of office shall expire on the date fixed at the
time of his appointment or election but, in the absence thereof, it shall expire
on the  date  of  the  Company's  annual  general  meeting  next  following  his
appointment or election or on the date of the consent in writing in lieu of such
meeting, as the case may be.

         9.5      A retiring Director shall be eligible for re-election.

         9.6 Any  Director  may by written  notice to the  Company  appoint  any
person to be his  alternate to act in his place at meetings of the  Directors at
which he is not  present or by these  Articles  deemed to be present  unless the
Directors shall have  reasonably  disapproved the appointment of such person and
given notice to that effect to the  director  within a  reasonable  time.  Every
alternate  shall be  entitled to attend and vote at meetings at which the person
who  appointed  him is not  present  or deemed to be  present,  and,  if he Is a
director,  to have a separate vote on behalf of the Director he is  representing
in addition to his own vote. A Director may at any time by written notice to the
Company  revoke  the   appointment  of  an  alternate   appointed  by  him.  The
remuneration  payable  to  such  an  alternate  shall  be  payable  out  of  the
remuneration of the Director appointing him.

<PAGE>

         9.7 The directors may remove from office a Director who is convicted of
an indictable offence.

         9.8 The  remuneration of the Directors as such may from time to time be
determined by the Directors.  Such remuneration may be in addition to any salary
or other  remuneration  paid to any  officer or employee of the Company who is a
Director.  The Directors shall be repaid such reasonable  travelling,  hotel and
other expenses as they incur in and about the business of the Company and if any
Director shall perform any  professional  or other services for the Company that
in the opinion of the Directors  are out side the ordinary  duties of a Director
or shall otherwise be specially occupied in or about the Company's business,  he
may be paid a remuneration  to be fixed by the Board,  or, at the option of such
Director,  by resolution of the members and such  remuneration  may be either in
addition  to, or in  substitution  for,  any other  remuneration  that he may be
entitled to receive. The Directors may pay a gratuity or pension or allowance on
retirement to any Director who has any salaried  office or- place of profit with
the Company or to his spouse or  dependents  and may make  contributions  to any
fund and pay  premiums  for the  purchase  or  provision  of any such  gratuity,
pension or allowance.

                                     PART 10

                          POWERS AND DUTIES OFDIRECTORS

         10.1  The  powers  of  the  Company  shall  be  exercised  only  by the
directors, except those which, by the Company Act or these articles are required
to be exercised by a resolution of the members and those referred to the members
by the Directors.

1.2      The Directors may from -time to time on behalf of the Company:
          (i)     borrow money In such manner and amount, on such security, from
                  such sources and u;>on such terms and conditions as they think
                  fit,

         (ii)     issue bonds,  debentures,  and other debt  obligations  either
                  outright or as security for any liability or obligation of the
                  Company or any other person, and

         (iii)  mortgage  or charge,  whether  by way of  specific  or  floating
         charge,  or give other security on the undertaking,  or on the whole or
         any part of the property and assets,  of the Company,  both present and
         future.

         10.3 The Directors may from time to time by power of attorney or- other
instrument  appoint  any  person  to be the  attorney  of the  Company  for such
purposes, and with such powers, authorities and discretions (not exceeding those
vested in or exercisable by the Directors under these Articles and excepting the
powers of the Directors  relating to the constitution of the Board and of any of
its  committees  and tile  appointment  or removal of officers  and the power to
declare dividends) and for such

<PAGE>

period,  with such  remuneration and subject to such conditions as the Directors
may think fit and any such power of Attorney may contain such provisions for the
protection or convenience of persons dealing with such attorney as the Directors
think fit. Any such attorney may be authorized by the Directors to  5ub-delegate
all or any of the powers,  authorities and discretions for the time being vested
in him.

                                     PART 11

                       DISCLOSURE OF INTEREST OF DIRECTORS

         11.1 A Director  shall disclose his interest in and not vote in respect
of any proposed  contract or transaction with the Company in which he is, in any
way, directly interested but such Director shall be counted in the quorum at the
meeting of the  Directors  at which the  proposed  contract  or  transaction  is
approved. A directors resolution consented to in writing, or otherwise as herein
provided,  by all the  directors,  shall not be  deemed to be a vote in  respect
thereof for the purposes of this  paragraph.  Where a contract is 4nade  between
the  Company  and a  Director,  a  reference  to the  Director's  name  in  such
resolution shall be deemed to be adequate disclosure of his interest therein.

         11.2 A Director may hold any office or place of profit with the Company
in addition  to his office of Director  for such period and on such terms (as to
remuneration  or  otherwise) as  the-Directors  may determine and no Director or
intended  Director shall be disqualified by his office from contracting with the
Company  either with  regard to his tenure of any such other  office cc place of
profit or as vendor,  purchaser  or  otherwise,  and no contract or  transaction
entered  into by or on behalf of the  Company in which a Director  is in any way
interested shall be voided by reason thereof.

         11.3 A Director or his firm may act in a professional  capacity for the
Company and he or his firm shall be entitled to  remuneration  for  professional
services as if he were not a Director.

         11.4 A Director may be or become a director, officer or employee of, or
otherwise  interested  in, any  corporation  or firm in which the Company may be
interested as a shareholder or otherwise, and such Director shall not, except as
provided by the Company Act or these Articles, be accountable to the Company for
any  remuneration  or other  benefit  received  by him as  director,  officer or
employee of, or from his interest in, such other corporation or firm, unless the
Directors otherwise direct.

                                     PART 12

                            PROCEEDINGS OF DIRECTORS

         12.1 Unless  otherwise  determined by the Directors the President shall
be the Chairman of the Board.

<PAGE>

         12.2 A  Director  may,  and the  Secretary  shall on the  request  of a
Director, call a meeting of the Directors.

         12.3 The Chairman of the Board, or in his absence, the President, shall
preside  as  chairman  at  every  meeting  of the  Directors,  or if there is no
Chairman of the Board or neither the Chairman of the Board nor the  President is
present within fifteen  minutes of the time appointed for holding the meeting or
is willing to act as chairman, or if the Chairman of the Board and the President
have advised the  Secretary  that they will not be present at the  meeting,  the
Directors  present  shall  choose  one of their  number  to be  chairman  of the
meeting.

         12.4 The  Directors  may meet  together  for the  dispatch of business,
,Adjourn and otherwise  regulate  their  meetings a.9 they think fit.  Question3
arising at any meeting  shall be decided by a majority  of votes.  In case of an
equality of votes the chairman shall have a second or casting vote.

         12-5 A  Director  may  participate  in a meeting of the Board or of any
committee  of  the  Directors  by  means  of  conference   telephones  or  other
communications facilities if all Directors participating in the meeting can hear
each other and provided that ail such Directors agree to such  participation.  A
Director  participating  in a meeting in  accordance  with this Article shall be
deemed to be present at the  meeting  and to have so agreed and shall be counted
in the quorum therefor and be entitled to speak and vote thereat-

         12.6 The quorum  necessary for the  transaction  of the business of the
Directors  may be  fixed  by the  Directors  and If not so  fixed  shall  be two
Directors or, if the number of Directors is fixed at one, shall be one Director.

         12.7 The Directors may, if there is a quorum, act notwithstanding any
vacancy.

         12.8 Every act of a Director is valid  not-withstanding any defect that
may afterwards be discovered in his election or appointment.

         12.9 Any  resolution of the Directors or of a committee  thereof may be
passed with the consent in writing to the resolution of all the Directors or the
members of that committee. The consent may be in counterparts.

                                     PART 13

                         EXECUTIVE AND OTHER COMMITTEES

         1 3.1 The  Directors  may appoint an Executive  Committee to consist of
such  member or members Of the Board as they think fit,  which  Committee  shall
have and may exercise,  subject to such restrictions as the Directors may decide
from time to time,  all the powers  vested in the Board except the power to fill
vacancies  in the Board,  in the said  Committee  or any other  committee of the
Board.

<PAGE>

         13.2 The  Directors  may appoint one or more  committees  consisting of
such  member or members of the Board as they think fit and may  delegate  to any
such  committee  such powers of the Board (except the power to fill vacancies in
the Board and the power to change the  membership  of or fill  vacancies  in any
committee of the [3oard) as may be prescribed.

         13.3 All committees may meet and adjourn as they think fit..  Questions
arising at any meeting shall be determined by a majority of votes of the members
of the  committee  present,  and in case of an equality of votes,  the  chairman
shall have a second or ca5ting.vote.

         13.4 All  commit-tees  shall keep regular  minutes of their actions and
shall ,cause them to be recorded in books kept for that purpose and shall report
the same to the Board of Directors  at such times as the Board of Directors  may
from time to time require.  The  Directors  shall also have power at any time to
revoke  or  override  any  authority  given  to or acts  to be done by any  such
committees  except as to acts done before such  revocation or overriding  and to
terminate the  appointment  or change the  membership of a committee and to fill
vacancies in it. Committees may make rules for the conduct of their business and
may  appoint  such  assistants  as they may deem  necessary.  A majority  of the
members of a committee, if more than one, shall constitute a quorum thereof.

                                     PART 14

                                    OFFICERS

         14.1 The  Directors  may decide what  functions and duties each officer
shall  perform  and  may  entrust  to and  confer  upon  him  any of the  powers
exercisable by them upon such terms and conditions and with such restrictions as
they think fit and may from time to time revoke,  withdraw, alter or vary all or
any of such functions, duties and powers.

                                     PART 15

         INDEMNITY AND PROTECTION OF DIRECTORS, OFFICERS AND EMPLOYEES,

         15.1 Subject to the  provisions  of the Company Act, the Company  shall
indemnify  a Director  or former  Director  of the  Company  and the Company may
indemnify a Director or former Director of a corporation of which the Company is
or was a  shareholder  and the heirs and  personal  representatives  of any such
person,  against all costs,  charges and  expenses,  including an amount paid to
settle an action or satisfy a judgment,  actually and reasonably incurred by him
or them, including an amount paid to settle an action or satisfy a judgment in a
civil,  criminal or  administrative  action or proceeding to which he is or they
are made a party,  by  reason  of his being or  having  been a  Director  of the
Company or a director of such  corporation,  including any action brought by the
Company or any such  corporation.  Each Director of the Company on being elected
or appointed shall be deemed to have contracted with the Company an the terms of
the foregoing indemnity.

<PAGE>

         15.2 Subject to the  provisions  of the Company Act, the  Directors may
cause the Company to indemnify any officer, employee or agent of the Company, or
of a corporation of which the Comp-any is or was a shareholder  (notwithstanding
that he may also be a  Director)  and his  heirs and  personal  representatives,
against all costs,  charges and expensc5  whatsoever incurred by him or them and
resulting  from his acting as an  officer,  employee  or agent of the Company or
such corporation. In addition, the Company shall indemnify the Secretary and any
Assistant  Secretary  of the  Company if he is not a  full-time  employee of the
Company and  notwithstanding  that he may also be a Director and his  respective
heirs and  legal  representatives,  against  all  costs,  charges  and  expen5es
whatsoever  incurred by him or them and arising out of the functions assigned to
the Secretary by the Company Act or these  Articles and each such  Secretary and
Assistant  Secretary on being  appointed,  be deemed to have contracted with the
Company on the terms of the foregoing indemnity.

         15.3 The failure of a Director or officer of the Company to comply with
the  provisions of the Company Ac-t or of the Memorandum or these Articles shall
not invalidate any indemnity to which he is entitled under this Part.

         15.4 The  Directors  may cause the  Company to  purchase  and  maintain
insurance  for the  benefit of any person who is or was  serving as a  Director,
officer,- employee or agent of the Company or as a director,  officer,  employee
or agent of any corporation of which the Company is or was a shareholder and his
heirs or personal  representatives against any liability incurred by him as such
Director, director, officers employee or agent. -

                                     PART 16

                              DIVIDENDS AND RESERVE

         16-1 The Directors  from time to time declare and authorize  payment of
such  dividends,  if any, as they may deem advisable and need not give notice of
such declaration to any member.  No dividend shall be paid otherwise than out of
funds  or  assets  properly  available  for  the  payment  of  dividends  and  a
declaration by the Directors as to the amount of such funds or assets  available
for dividends shall be conclusive. Any dividend may be paid wholly or in part by
the distribution of specific assets and in particular, by paid up shares, bonds,
debentures or other securities of the Company or any other corporation or in any
one or more such ways as may be authorized by the Directors Where any difficulty
arises with regard to such a  distribution  the Directors may settle the same as
they see fit,  and in  particular,  may fix the value for  distribution  of such
specific  assets or any part  thereof,  and may  determine  that cash payment in
substitution for all or any part of the specific assets to which any members are
entitled  shall be made to any  members  on the  basis of the  value so fixed in
order to adjust the rights of all  parties and may vest any  specific  assets in
trustees for the persons entitled to the dividend.

<PAGE>

         16.2 Any dividend declared on shares of -Any class by the Directors may
be made payable on such date as is fixed by the Directors.

         16.3 If persons are  registered as joint holders of any share,  any one
of them may give an effective receipt for any dividend,  bonuse5 or other monies
payable in respect of the share.

         16.4 Unless otherwise determined by the Directors, no dividend shall be
paid on any share which has been  purchased or redeemed by the Company while the
share is held by the Company.

         16.5 Any dividend,  bonus or other monies payable in cash in respect of
shares may be paid by cheque.  Every such  cheque  shall be made  payable to the
order of the person to whom it is sent. The mailing of such cheque shall, to the
extent of the sum  represented  thereby  (plus the amount of any tax required by
law to be deducted)  discharge all liability for the dividend unless such cheque
is not paid on  presentation or the amount of tax so deducted is not paid to the
appropriate taxing authority.

16.6  Notwithstanding  anything  contained in these Articles,  the Directors may
from time to time  capitalize any  undistributed  surplus on hand of the Company
and may from time to time issue shares, bonds, debentures or debt obligations of
the Company as a dividend representing such undistributed surplus on hand or any
part thereof.

                                     PART 17

                         DOCUMENTS, RECORDS AND REPORTS

         17.1 No  member  of the  Company  shall  be  entitled  to  inspect  the
accounting records of the Company unless the Directors determine otherwise.

                                     PART 18

                                     NOTICES

         18.1 Any notice  required to be given by these  Articles or the Company
Act, unless the form is otherwise specified, may be given orally or in writing.

         18.2 A notice in writing,  statement,  report or other  document  shall
have been effectively sent or given if posted, delivered,  telexed,  telegraphed
or cabled to the person entitled  thereto at his address  recorded on a register
maintained by the Company;  and a  certificate  signed by the Secretary or other
officer  of the  Company,  or of any other  corporation  acting on behalf of the
Company,  that the notice,  statement,  report or other  document was so sent or
given, shall be conclusive evidence thereof.

         18.3 A notice, statement,  report or other document may be given by the
company to the joint holders of a share by giving it to any of them.

<PAGE>

         18.4 A notice,  statement,  report  other  document may be given by the
Company  to the  persons  entitled  to a  share  in  consequence  of the  death,
bankruptcy  or  incapacity of a member in the same manner as the same might have
been given if the death, bankruptcy or incapacity had not occurred.

         18.5 Notice of each  Directors'  meeting,  except a Directors,  meeting
held immediately following an annual general meeting of which no notice shall be
required,  shall be given to every  Director  and  alternate  Director  except a
Director  or  alternate  Director  who has waived  notice or is absent  from the
Province of British Columbia.

         18.6 The  accidental  omission  to give  notice of a meeting to, or the
non-receipt  thereof  by,  any  person  entitled  to  receive  notice  shall not
invalidate the proceedings at that meeting.

         18.7 Every notice of meeting shall  specify the place,  day and time of
the  meeting  and if for a general  meeting  the  general  nature of all special
business  intended to be conducted  thereat,  unless specified In an information
circular relating thereto.

         18.8 An entry in the  minute  book of the  waiver or  reduction  of the
period of notice of a general  meeting shall be  sufficient  evidence of the due
convening of the meeting.

         18.9 A Director  may waive his  entitlement  to receive a notice of any
past,  present or future  meeting or meetings of  Directors  and may at any time
withdraw  such waiver.  After the waiver Is received by the Company and until It
Is  withdrawn no notice need be given to such  Director or,  unless the Director
otherwise  requires In writing to the Company,  to his alternate  director.  All
meetings  held without  such notice  being given shall not have been  improperly
called by reason thereof.

         18.10  Not less  then two (2)  hours  notice  of a  Directors'  meeting
requiring notice shall be given.

         18.11  Where in these  Articles  any period of time dating from a given
day, act or event is  prescribed,  the time shall be reckoned  exclusive of such
day, act or event.

                                     PART 19

                                      SEAL

         19.1 If the seal of the  Company  is  affixed  and  accompanied  by the
signature  of at least  one of the  Chairman  of the  Board,  the  President,  a
Vice-President, the Secretary, or the Treasurer, or a Director or as directed by
resolution of the Directors in respect Of such existing documents as are therein
specified, that shall constitute effective execution.

         19.2 The  Company  may  have an  official  sea]  for use in any  other*
province, state, territory or country.

<PAGE>

         19.3  The  seal  of the  Company.  may if  directed  by  the  Board  of
Directors, be reproduced on any document by any means and in any form other than
an impression thereof.

                                     PART 20

                                  PROHIBITIONS

         20.1 If the Company is, or becomes,  a company which is not a reporting
company, then no shares shall be transferred without the previous consent of the
Directors  expressed by a resolution of the Board and the Directors shall not be
required  to give any  reason  for  refusing  to  consent  to any such  proposed
transfer.

<PAGE>

[GRAPHIC OMITTED][GRAPHIC OMITTED]

Canada                                                          Number

Province of Bristish Columbis                                     274754

                          Provice of Bristish Columbia

                  Ministry of Finance and Corporate Relations

                             Registrar of Companies

                                   Company Act

                                   CERTIFICATE

                              I HEREBY CERTIFY THAT

                         STRATEGIC COMMUNICAATIONS LTD.

                   HAS THIS DAY CHANGED ITS NAME TO THE NAME

                              STRATCOMM MEDIA LTD.

                                        GIVEN, UNDER MY HAND AND SEAL OF OFFICE

                                        AT VICTORIA, BRISTISH COLUMBIA

                                        THIS 5TH DAY OF JULY, 1991

                                        DAVID W. BOYD
                                        REGISTTRAR OF COMPANIES



<PAGE>

                                   SCBEDULE"A"

                               ALTERED MEMORANDUM

                                       OF

                              STRATCOMM MEDIA LTD.

          (as altered by Special Resolution passed, September 28, 1990)

1.       The name of the Company is STRATCOMM MEEDIA LTD.

2.       The authorized capital of the Company consists of FIFTY MILLION
         (50,000,000) common shares without par value.

6736G

<PAGE>

                          Province of British Columbia

   ASSISTANT DEPUTY REGISTRAR OF COMPANIES FOR THE PROVINCE OF BRITISH COLUMBIA

                              Form 21 (Section 371)

                                   COMPANY ACT

                               SPECIAL RESOLUTION

Certificate of Incorporation No. 274754

The following special resolution was passed by the undermentioned Company on the
date stated:

Name of Company:           STRATEGIC COMMUNICATIONS LTD.
Date resolution passed:    September 28. 1990
Resolution:


"RESOLVED, AS A SPECIAL RESOLUTION, that:

(a)      The  authorized  and issued share  capital of the Company be altered by
         consolidating  all of its  25,000,000  common shares  without par value
         into 5,000,000 common shares without par value,  with every five (5) of
         such common shares before consolidation being consolidated into one (1)
         common share.

(b)      Paragraph  two of the  memorandum of the Company be altered by deleting
         it in its entirety and substituting the following therefor:

         "2.   The authorized capital of the Company consists of FIVE MILLION
               (5,000,000) common shares without par value."

(c)      The  memorandum of the Company be altered by increasing  the authorized
         capital of the Company from 5,000,000  post-consolidation common shares
         without  par  value  to  50,000,000  post-consolidation  common  shares
         without par value, all shares issued and unissued ranking pari passu.

(d)      Paragraph  two of the  memorandum of the Company be altered by deleting
         it in its entirety and substituting the following therefor:

         "2       The authorized  capital of the Company  consists of F= MILLION
                  (50,000,000) common shares without par value."

<PAGE>

                  RESOLVED, AS A SPECIAL RESOLUI'ION, that:

                  (a)      The name of the  Company be changed  from  "Strategic
                           Communications  Ltd." to  "Stratcomm  Media  Ltd." or
                           such  other name as may be  approved  by the board of
                           directors   of  the   Company   and  the   regulatory
                           authorities.

                  (b) The  memorandum  of the  Company be  altered  by  deleting
                  paragraph 1 in its entirety  and  substituting  the  following
                  therefor:

                           1"       The altered name of the Company is STRATCOMM
                                    MEDIA LTD."

The altered memorandum is attached hereto as Schedule "A".

"Certified a true copy the ___ 21_____day of June, 1991.

                                     -------------------------
                                     Gregg J Sedun

                                    solicitor

<PAGE>

                                     FORM 21

                                  (Section 371)

                          PROVINCE OF BRITISH COLUMBIA

                                   COMPANY ACT

                               SPECIAL RESOLUTION

                       Certificate of Incorporation No. 274754


The following special  resolution was passed by the  undermentioned.  Company on
the date stated:

Name of Company:           STRATCOMM MEDIA LTD.
Date resolution passed:    September 30, 1992
Resolution:

"UPON" MOTION IT WAS RESOLVED AS A SPECIAL RESOLUTION, that paragraph 8.9 of the
Company's articles be amended to read as follows:

         A member  holding one or more shares in respect of which he is entitled
to vote shall be entitled to appoint one or more proxyholders to attend, act and
vote for him on the same  occasion.  If such member should appoint more than one
proxyholder  for the same  occasion  he shall  specify the number of shares each
proxyholder  shall be  entitled to vote.  A member may also  appoint one or more
alternative   proxyholders  to  act  in  the  place  and  stead  of  the  absent
proxyholder."

CERTIFIED a true copy this ________ day of _________, 1993

                                                ------------------------------
                                                   relationship:  solicitor
<PAGE>

[GRAPHIC OMITTED]
Filing Fee $35.00
Page 1 of 2


(A) Company Name and (B) Registered Office Address
                                               (C) Certificate of
                                                   Incorporation No.274754
                                               (D) Date of Incorporation
                                                      1984 FEBRUARY 24
         Stratcomm Media Ltd.                  (E) Is this a Reporting Company
         2200 -885 West Georgia Street                      YES
         Vancouver, BC  V6C 3E8                (F) Date of Annual Report
         P.O. Box 48800                               1997 FEBRUARY 24
         2100 - 1111 West Georgia Street           filed and registered stamp
         Vancouver, BC V7X 1K9

(G) Has there been a change of registered or records office address?  If YES, a
Form 4 must be filed.  See instructions on reverse. [ YES ]

(H) Has there  been a change of  directors?  If YES, a form 10/11 must be filed.
See Instructions on reverse. [ NO ]

(I) DIRECTORS

surname           given names               address                  postal code

GOWEN             CHARLES N.                11-9515 WOODBINE STREET
                                                     CHILLIWACK, BC    V2P7T2

RUTHENBECK        KURT                      8432 LITTLELEAF COURT
         OWN IN ERROR                       ORLANDO, FLORIDA         32835-2559

TANEDA            KAZEDUI                   308 - 650 LEXINGTON DRIVE
                                            KELOWNA, BC                V1W3B6

VEITIA            ROBERTO                   5051 JAMAICA CIRCLE
                                            ORLANDO, FLORIDA           32808
(J) OFFICERS

ARONOFF           LEN                       101 EAST LAUSEN COURT
-SECRETARY                                  FERNPARK, FLORIDA          32730


(J) OFFICERS CONTINUED
<PAGE>

VEITIA            ROBERTO                   5051 JAMAICA CIRCLE
-PRESDENT                                   ORLANDO, FLORIDA           32808

LANDIS            JOESPH                    651 LAKE TRIVOLI BLVD APT E
-CHIEF FINACIAL OFFICER                     KISSIMMEE, FLORIDA         34741



CERTIFIED CORRECT -Signature of a current Director, Officer, Or company
Solicitor
                                                           Date signed 03/21/97
--------------------------------------------------------------------------------


<PAGE>

DOMINION OF CANADA                                   IN THE MATTER OF

YUKON TERRITORY                                      STRATCOMM MEDIA LTD.

TO WIT:                                              (the "Corporation")


         I, Joanne  Davignon,  a Notary  Public in and for the Yukon  Territory,
duly appointed, commissioned and sworn at Whitehorse, Yukon Territory, do hereby
certify  that  the  attached  documents  are  true  copies  of the  Articles  of
Continuance,  Notice of  Directors  and Officers and Notice of Address all filed
with  the  Yukon  Registrar  of  Corporations  on  November  12,  1997,  and the
Certificate  of Continuance  issued by the Yukon  Registrar of  Corporations  on
November 12, 1997,  the said copies having been compared by me with the original
documents.

         In testimony whereof, I have hereunto subscribed my n3me and affixed my
official notarial seal at the City of Whitehorse,  in the Yukon Territory,  this
19th day of November, 1997.

---------------------------------------
A Notary Public in and for the Yukon, Territory My commission expires August 21,
2001.

<PAGE>

                                      YUKON

                            BUSINESS CORPORATIONS ACT

                                  (Section 190)

                                    Form 3-01

                             ARTICLES OF CONTINUANCE

1.                Name of Corporation:
                  STRATCOMM*MEDIA LTD.

2.                The  classes  and  any  maximum  number  of  shares  that  the
                  Corporation is authorized to issue: The attached  Schedule "A"
                  is  incorporated  into and form.  s part of these  Articles of
                  Continuance.

3.                Restrictions,  if  any,  on  share  transfers:  There  are  no
                  restrictions on the share transfers.

4.                Number (or minimum and maximum number) of Directors: Not less
                  than three (3), nor more than fifteen (15)

5.                Restrictions, if any, on business the Corporation may carry
                  on:   The Corporation is restricted from carrying on the
                  business of a  railway,   steamship,  air  transport,   canal,
                  telegraph, telephone or irrigation company.

6.                If change of name effected, previous name:
                  NOT APPLICABLE

<PAGE>

7.                Details of incorporation:
                  Certificate of Incorporation and Memorandum of Contender
                  Resources Ltd., filed on February 24, 1984 under the
                  British Columbia Company Act;
                  Certificate of 14arne Change and Special Resolution
                  authorizing the change of name from Contender Resources Ltd.
                  to Strategic Communications Ltd. dated August 29th, 1986;
                  Special Resolution authorizing new Articles of the Company,
                  dated October 29th, 1987; Certificate of Name Change and
                  Special Resolution authorizing the change of name Strategic
                  Communications Ltd., to Stratcomm. Media Ltd. and changing,
                  the number of common shares, dated July 5th, 1991;
                  Special  Resolution  amending  paragraph  8.9 of the  Articles
                  (Proxies), dated September 7th, 1993.

8.                Other provisions, if any:
                  The Attached  Schedule "B" is incorporated into and forms part
                  of these Articles Continuance.

Date:   /0 -8-97



Signature:_____________________________ Title: President

<PAGE>

                              SCHEDULE "A"


The classes and any maximum number of shares that the  Corporation is authorized
to issue:

The Corporation is authorized to issue 50,000,000  shares without nominal or par
value and the authorized capital of the Corporation is to be divided into:

1. Common  shares which shall have attached  thereto the following  preferences,
rights, conditions, restrictions, limitations, or prohibitions:

         (a) Voting

         Holders of Common s' hares  shall be entitled to vote at any meeting of
         the  shareholders  of the  Corporation  and have one vote in respect of
         each Common share held by them.

         (b) Dividends

         Holders of Common  shares  shall be  entitled  to  receive,  out of all
         profits or surplus  available for dividends,  any dividend  declared by
         the Corporation on the Common shares.

         (c) Participation in Assets on Dissolution

In the event of  liquidation,  dissolution  or winding,  up of the  Corporation,
whether voluntary or involuntary,  holders of Common shares shall be entitled to
receive the remaining property of the Corporation.

<PAGE>

0111 I

                                  SCHEDULE "B"


Other provisions, if any:

1. A meeting of the  shareholders  of the  Corporation  may,  in the  Directors'
unfettered discretion, be held at any location in North America specified by the
Directors in the Notice of such meeting.

2. The Directors  may,  between  annual  general  meetings,  appoint one or more
additional  Directors of the  Corporation to serve until the next annual general
meeting, but the number of additional Directors shall not at any time exceed one
third of the number of Directors  who held office at the  expiration of the last
annual  general  meeting of the  Corporation,  provided that the total number of
directors shall not exceed the maximum number of directors fixed pursuant to the
Articles.

<PAGE>

                              BYLAWS

                              Exhibit "B"



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                                   BYLAW NO. 1
                                       FOR

                              STRATCOMM MEDIA LTD,

         A Bylaw  relating  generally  to the  transaction  of the  business and
affairs of (the " Corporation")

                          SECTION ONE - INTERPRETATION

1.1 Interpretation.  Words and expressions defined in the Business  Corporations
Act,  Revised  Statutes  of the Yukon 1986,  Chapter 15 as amended  from time to
time, and any Statute that may be substituted  therefor, as amended from time to
time (the "Art") have the same meanings when used in the Bylaws. Words importing
the singular number include the plural and vice versa and words importing gender
include masculine, feminine and neuter senders as required by the context.

1.2 Conflict with Act or Articles,  The Bylaws are subject to the  provisions of
the Act and the articles of the Corporation and in the event of conflict between
the provisions of any Bylaws and the provisions of the Act or the articles,  the
provisions of the Act or the articles shall prevail over the Bylaws,

1.3  Headings.  The  headings  and indices  used in the Bylaws are  inserted for
convenience of reference only and do not affect the interpretation of the Bylaws
or any part thereof.

                    SECTTON TWO - BUSINESS OF THE CORPORATION

2.1 Corporate Seal. The Board of Directors of the Corporation  (the "Board") may
adopt  and  change  a  corporate  seal  which  shall  contain  the  name  of the
Corporation and the Board may cause to be created as many duplicates  thereof as
the Board shall determine.

2.2 Execution of Instruments,  The Board may from time to time direct the manner
in which, and the person or persons by whom, any particular document or class of
documents may or shall be signed and  delivered.  In the absence of a directors'
resolution concerning the execution of any particular documents, documents shall
be signed and delivered on behalf of the Corporation by two persons, one of whom
holds  the  office of  Chairman  of the  Board,  President,  Managing  Director,
Vice-President  or director  and the other of whom holds one of the said offices
or   the    office   of    Secretary,    Treasurer,    Assistant-Secretary    or
Assistant-Treasurer or any other office created by bylaw or by resolution of the
Board,  including  affixing  the  corporate  seal to all such  documents  as may
require the same.

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2.3 Banking and Financial  Arrangements.  The banking and financial  business of
the I Corporation including,  without limitation, the borrowing of money and the
giving of  security  therefor,  shall @e-  transacted  with  such  banks,  trust
companies or other bodies corporate or organizations as may from time to time be
designated  by or under the  authority of the Board.  Such banking and financial
business  or any  part  thereof  shall  be  transacted  under  such  agreements,
instructions  and  delegations  of  powers  as the  Board  may from time to time
prescribe or authorize.

2.4  Voting  Rights in other  Bodies  Corporate,  The  signing  officers  of the
Corporation  may  execute and  deliver  proxies and arrange for the  issuance of
voting certificates or other evidence of the right to exercise the voting rights
attaching  to  any  securities  held  by  the  Corporation.   Such  instruments,
certificates  or other  evidence  shall be in favor of such person or persons as
may be  determined by the officers  executing  such proxies or arranging for the
issuance of voting  certificates or such other evidence of the right to exercise
such  voting  rights.  In  addition,  the Board may from time to time direct the
manner in which and the person or persons by whom any  particular  voting rights
or class of voting rights may or shall be exercised.

2.5 Withholding Information from Shareholders.  Subject to the provisions of the
Act, no shareholder shall be entitled to discovery of any information respecting
any details or conduct of the  Corporation's  business  which, in the opinion of
the Board,  it would be inexpedient in the interests of the  shareholders or the
Corporation  to  communicate  to the  public,  The  Board  may from time to time
determine  whether  and to what extent and at what time and place and under what
conditions or regulations the accounts, records and documents of the Corporation
shall be open to the inspection of  shareholders  and no shareholder  shall have
any right of  inspection of any account,  record or document of the  Corporation
except as  conferred  by the Act or  authorized  by the  Board or by  resolution
passed at a general meeting of shareholders,

                       SECTION THREE - DIRECTORS AND BOARD

3.1  Calling of  Meeting.  Meetings of the Board shall be held from time to time
and at such  place  as the  Board,  the  Chairman  of the  Board,  the  Managing
Director, the President or any two directors may determine.

3.2 Notice of Meetings.  Notice of the time and place of Board meetings shall be
given to each director in the manner  provided in Section 10. 1 not less than 48
hours before the time of the meeting.

3.3  Telecommunication.  A  director  may  participate  in a Board  meeting or a
meeting of a committee of directors by means of telephone or other communication
facilities that permit all directors  participating  in the meeting to hear each
other.

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3.4 Quorum.  A quorum for Board  meetings  shall be a majority (or set number or
fraction  greater or less,  than 50%) of the  directors  present in person or by
telecommunication.  If a quorum is not  Present  within 15  minutes  of the time
fixed for the holding of the meeting,  the meeting  shall be  adjourned  for not
less than 72 hours and  notice  of the time and place of the  adjourned  meeting
shall be give to each  director  not less than 48 hours  before  the time of the
adjourned  meeting.  If a quorum is not  present  with in 13 minutes of the time
fixed for the  holding of the  adjourned  meeting,  those  directors  present in
person or by telecommunication  shall constitute a quorum for the purpose of the
adjourned meeting.

3.5 First Meeting of New Board.  Provided a quorum of directors is present, each
newly  elected Board may,  without  notice,  hold its first meeting  immediately
following the meeting of shareholders at which such Board is elected.

3.6 Regular Meetings. The Board may appoint a day or days in any month Or months
and ,W a place  and  hour  for  regular  meetings  of the  Board.  A copy of any
resolution  of the  Board  fixing  the day or days,  the  place and time of such
regular  meetings shall be sent to each director  forthwith  after being passed,
but no other notice shall be required for any such regular  meeting except where
the Act requires the purpose thereof or the business to be transacted thereat to
be specified.

3.7 Casting Vote. At all Board  meetings,  each director shall have one vote and
every question shall be decided by a majority of Votes cast on each question. In
the case of an equality  of votes,  the  chairman  of the  meeting  shall not be
entitled to a second or casting  vote in addition to the vote to which he may be
entitled as a director.

3.8  Chairman.  The  chairman  of any  meeting  of the Board  shall be the first
mentioned of such of the  following  officers as have been  appointed and who is
present at the meeting:

         a)       the Chairman of the Board; or

         b)       the President; or

         C)       any Vice-President  (and where more than one Vice-President is
                  present at the  meeting,  then the priority to act as chairman
                  as between them shall be in order of their  appointment to the
                  office of Vice-.President).

If no such  officer  is present  within 15  minutes  from the time fixed for the
holding of the meeting of the Board,  the persons  present  shall  choose one of
their member then present to be chairman of that meeting.

3.9  Committees  of  Directors.  Unless  otherwise  ordered  by the  Board  each
committee  of  directors  shall  have power to fix its quorum at not less than a
majority of its members, to elect its chairman and to regulate its procedure.

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3.10  Remuneration and Expenses.  The directors shall be paid such  remuneration
for their services as the board may from time to time  determine.  The directors
shall also be entitled to be reimbursed  for travel  expenses and other expenses
properly  incurred by them in attending  meetings of the Board or any  committee
thereof.  Nothing herein  contained shall preclude any director from serving the
Corporation in any other capacity and receiving remuneration therefor.

                             SECTION FOUR - OFFICERS

4.1  Appointment.  The  Board May from time to time  appoint a  Chairman  of the
Board,  a President,  one or more  Vice-Presidents  (to which title may be added
words indicating seniority or function), a Secretary, a Treasurer and such other
officers as the Board may determine,  including one or more assistants to any of
the officers so appointed.  Subject to those powers and authority which pursuant
to the  Act  may  only  be  exercised  by the  directors,  the  officers  of 4he
Corporation  may  exercise,  respectively,  such powers and  authority and shall
perform such 'duties,  in addition to those specified in the Bylaws, as may from
time to time be prescribed  by the Board.  Except for the Chairman of the Board,
if appointed,  and the Managing Director, if appointed, an officer may, but need
not be, a director.

4.2  Delegation.  In case of the  absence  of any  officer  or  employee  of the
Corporation  or for any other  reason  that the Board may deem  sufficient,  the
Board may delegate  for the time being the powers and  authority of such officer
or  employee  to  any  other  officer  or  employee  or to any  director  of the
Corporation.

4.3 Chairman of the Board.  The Chairman of the Board, if appointed,  shall be a
director  of the  Corporation  and shall be the Chief  executive  officer of the
Corporation The Chairman of the Board shall preside at all meetings of the Board
and may exercise  such other powers and  authority  and shall perform the duties
which the  directors  may from time to time  prescribe.  During  the  absence or
disability  of the  Chairman of the Board,  his or her duties shall be performed
and his or her powers  exercised  by the  Managing  Director,  if any,  or if no
Managing Director, by the President.

4.4 Managing Director. The Managing Director, if appointed,  shall be a director
of the  Corporation,  shall manage the operations of the Corporation  generally,
and may exercise  such other powers and  authority  and shall perform such other
duties as may from time to time be prescribed  by the Board.  During the absence
or  disability  of the  Chairman  of the Board  and/or the  President,  or if no
Chairman  of the Board  and/or  President  have  been  appointed,  the  Managing
Director  shall  also  have the power and  duties of the  Chairman  of the Board
and/or the President.

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4.5 President.  The President  shall,  subject to the authority of the Board, be
responsible  for the  general  supervision  of the  business  and affairs of the
Corporation  and  shall  have  such  other  powers  and  duties as the Board may
specify.  During the absence or  disability  of the Chairman of the Board and/or
the Managing  Director,  or if no Chairman of the Board and/or Managing Director
have been appointed,  the President shall also have the powers and duties of the
Chairman of the Board and/or the Managing Director.

4.6 Vice-President.  The Vice-President,  or if more than one Vice-President has
been appointed, the Vice-Presidents,  may exercise such powers and authority and
shall  perform such duties as may from time to time be  prescribed by the Board.
Subject to Sections 4.3 and 4.4, one of the Vice-Presidents, being a shareholder
and/or director,  as the case may be, where required by the Act or these Bylaws,
may  exercise  the powers and  perform  the duties of the  Chairman of the Board
and/or the Managing Director and/or the President.

 .4.7 Secretary.  Except as may be otherwise  determined from time to time by the
Board,  the  Secretary  shall attend and be the secretary to all meetings of the
Board,  shareholders  and committees of the Board and shall enter or cause to be
entered in records  kept for that  purpose  minutes of all  proceedings  at such
meetings.  The Secretary  shall give or cause to be given as and when instructed
all  notices to  shareholders,  directors,  officers,  auditors  and  members of
committees of the Board.  The Secretary  shall be the custodian of the corporate
seal,  if any, of the  Corporation  and shall have charge of all books,  papers,
reports,  Certificates,  records, documents, registers and instruments belonging
to the  Corporation,  except when some other officer or agent has been appointed
for that purpose and may  exercise  such other  powers and  authority  and shall
perform such other duties as may from time to time be prescribed by the Board or
by the President.

4.8  Treasurer.  The Treasurer  shall be  responsible  for the keeping of proper
accounting  records in compliance  with the Act and shall be responsible for the
deposit of monies and other valuable  effects of the Corporation in the name and
to the  credit of the  Corporation  in such banks or other  depositories  as the
Board  may  from  time  to time  designate  and  shall  be  responsible  for the
disbursement of the funds of the Corporation.  The Treasurer shall render to the
Board whenever so directed an account of all financial  transactions  and of the
financial  position of the  Corporation.  The  Treasurer may exercise such other
duties as may from time to time be prescribed by the Board or by the President.

4.9 Other  Officers.  The powers and duties of all other officers shall be those
prescribed  by the Board  from time to d=.  Any of the  powers  and duties of an
officer to whom an assistant  has been  appointed may be exercised and performed
by such assistant, unless the Board or the President otherwise direct.

4.10  Variation of the Powers and Duties.  The Board may from time to time vary,
add to or limit the powers, authority and duties of any officer.

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4.11 Removal and Discharge. The Board may remove any officer of the Corporation,
with or without  cause,  at any meeting called for that purpose and may elect or
appoint  others  in their  place or  places.  Any  officer  or  employee  of the
Corporation,  not  being  a  member  of the  Board,  may  also  be  removed  and
discharged,  either with or without  cause,  by the Chairman of the Board or the
President.  If,  however,  there  be a  contract  with an  officer  or  employee
derogating from the provisions of this Section, such removal or discharge shall,
be subject to the provisions of such contract.

4.12 Term of Office. Each officer appointed by the Board shall hold office until
a successor is  appointed,  or until his earlier  resignation  or removal by the
Board.

4.13 Terms of  Employment  and  Remuneration,  The terms of  employment  and the
remuneration  of officers  appointed  by the Board shall be settled by the Board
from time to time.

4.14 Agents and Attorneys. The Board, the Chairman of the Board or the President
may also  "from time to time  appoint  other  agents,  attorneys,  officers  and
employees of the Corporation  within or without Canada, may be given such titles
and who  may  exercise  such  powers  and  authority  (including  the  power  of
subdelegation) and shall perform such duties of management or otherwise,  as the
Board may from time to time prescribe.

4.15 Fidelity Bonds.  The Board,  the Chairman of the Board or the President may
require such  officers,  employees  and agents of the  Corporation  as the Board
deems  advisable to furnish bonds for the faithful  performance  of their powers
and duties, in such form and with such surety as the Board may from time to time
determine.

                          SECTION FIVE - INDE.MNMCATION

5.1 Indemnification, of Directors and Officers against actions by Third Parties.
Except in  respect  of an action  by or on  behalf  of the  Corporation  or body
corporate to procure a judgment in its favour, the Corporation shall indemnify a
director  or officer of the  Corporation,  a former  director  or officer of the
Corporation  or a person  who acts or acted at the  Corporation's  request  as a
director or officer of a body  corporate  of which the  Corporation  is or was a
shareholder  or  creditor,  or a person who  undertakes  or has  undertaken  any
liability on behalf of the Corporation or any such body corporate, and his heirs
and legal representatives, against all costs, charges and expenses, including an
amount  paid to settle an action or satisfy a judgment,  reasonably  incurred by
him in respect of any civil,  criminal or administrative action or proceeding to
which he is made a party by reason of being or having been a director or officer
of that Corporation or body corporate, if:

         a) He acted honestly and in good faith with a view to the best
            interests of the Corporation; and

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         b) In the case of a criminal  or  administrative  action or  proceeding
that is enforced by a monetary penalty,  he had reasonable grounds for believing
that his conduct was lawful.

5.2   Indemnification   of  Directors  and  Officers   against  actions  by  the
Corporation.  The  Corporation may with the approval of the Supreme Court of the
Yukon Territory indemnify a person referred to in paragraph 5.1 in respect of an
action  by or on  behalf  of the  Corporation  or body  corporate  to  procure a
judgment in its favour, to which he is made a party by reason of being or having
been a director or an officer of the Corporation or body corporate,  against all
costs,  charges and expenses  reasonably  incurred by him in connection with the
action if he fullfills the conditions set out in subparagraphs 5. I(a) and (b) -

5.3  Right of  Indemnity  not  Exclusive.  The  provisions  for  indemnification
contained  in the Bylaws  shall not be deemed  exclusive  of any other rights to
which  a  person  seeking  indemnification  may be  entitled  under  any  Bylaw,
agreement, vote of shareholders or disinterested directors or otherwise, both as
to an action in his official  capacity and as to an action in any other rapacity
while  holding  such office.  This section  shall also apply to a person who has
ceased to be a director or officer,  and shall enure to the benefit of the heirs
and legal representatives of such person.

5.4 Insurance.  Subject to the limitations contained in the Act, the Corporation
may purchase and maintain  such  insurance  for the benefit of its directors and
officers as the Board may from time to time determine.

                              SECTION SIX - SHARES

6.1 Options.  The Board =y from time to time grant options to purchase the whole
or any part of the  authorized  and unissued  shares of the  Corporation at such
times  and to such  persons  and  for  such  consideration  as the  Board  shall
determine,  provided  that no share  shall be issued  until it is fully  paid as
provided in the Act.

6.2  Non-recognition of Trusts. The Corporation shall treat as absolute owner of
any share the person in whose  name the share is  registered  in the  securities
register as if that person had full legal  capacity and  authority to exercise a
right of  ownership,  irrespective  of any  indication  to the contrary  through
knowledge or notice or description in the Corporation's  records or on the share
certificate.

6.3 Joint Shareholder. If two or more persons are registered as joint holders of
any  share,  any  one of  such  persons  may  give  effectual  receipts  for the
certificate  issued in respect  thereof or for any  dividend,  bonus,  return of
capital or other money payable or warrant issuable in respect of such share.

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SECTION SEVEN - DIVIDENDS AIND RIGHTS

7.1 Dividend  Cheques.  A dividend payable in cash shall be paid by cheque drawn
on the  Corporation's  bankers  Or One of them to the  order of each  registered
bolder of shares of the class or series in respect of which a dividend  has been
declared,  and mailed by prepaid ordinary mail to such registered  holder at the
address shown in the records of the  Corporation,  unless such holder  otherwise
directs. The mailing of such cheque as aforesaid, unless the same is not paid on
due presentation,  shall satisfy and discharge the liability for the dividend to
the extent of the sum  represented  thereby plus the amount of any tax which the
Corporation is required to and does withhold.

7.2 Joint  Shareholders.  In the case of joint holders,  a cheque for payment of
dividends,  bonuses,  returns of capital or other money payable,  shall,  unless
such joint holders otherwise direct, be made payable TO the order of all of such
joint  holders  and mailed to them at the  .address  shown in the records of the
Corporation.

7.3  Non-Receipt of Cheques.  In the event of non-receipt of any dividend cheque
by the person to whom it is s= as aforesaid, the Corporation shall issue to such
person a  replacement  cheque for a like  amount on such terms as to  indemnity,
reimbursement  of expenses and evidence of non-receipt and of title as the Board
may from time to time prescribe, whether generally or in any particular case,

7.4 Unclaimed Dividends.  Any dividend unclaimed after a period of six (6) years
from the  date on which  the same  has  been  declared  to be  payable  shall be
forfeited and shall revert to the Corporation.

                    SECTION EIGHT - MEETINGS OF SHAREHOLDERS

8.1 Annual  Meetings.  The annual meeting of shareholders  shall be held at such
time in each year and, subject to the articles of the Corporation, at such place
as the Board, or failing it, the Chairman of the Board, the Managing Director or
the President, may from time to time determine.

8.2 Time for  Deposit of Proxies.  The Board may  specify in a notice  calling a
meeting of  shareholders a time,  preceding the time of such meeting by not more
than 48 hours exclusive of non-business days, before which proxies to be used at
such  meeting mast be  deposited.  A proxy shall be acted upon only if, prior to
the time so specified,  it shall have been deposited with the  Corporation or an
agent thereof  specified in such notice, or if no such time is specified in such
notice,  unless it has been received by the Secretary of the  Corporation  or by
the  chairman of the  meeting or any  adjournment  thereof  prior to the time of
voting.

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01/1 I

8.3 Persons Entitled to be Present. The only persons entitled to be present at a
meeting of the shareholder Shall be those persons entitled to vote thereat,  the
directors and auditor (if any) of the Corporation  and others who,  although not
entitled to vote, axe entitled or required under any provision of the Act or the
articles  or Bylaws to be  present  at the  meeting.  Any other  persons  may be
admitted  only on the  invitation  of the  chairman of tile  meeting or with the
consent of the meeting.

8.4 Quorum.  A quorum of shareholders  is present at a meeting of  shareholders,
irrespective of the number of persons  actually  present at the meeting,  if the
holder or holders of five  percent (3 %) of the shares  entitled  to vote at the
meeting  are present in person or  represented  by proxy.  No business  shall be
transacted at any meeting unless the requisite  quorum is present at the time of
the transaction of such business.

8.5 Adjournment.  Should a quorum not be present at any meeting of shareholders,
those  present  in person or by proxy and  entitled  to vote shall have power to
adjourn the meeting for, a period of not more than 30 days without  notice other
than  announcement  at the meeting.  At any such adjourned  meeting,  provided a
quorum  is  present,  any  business  may be  transacted  which  might  have been
transacted at the meeting adjourned.  Notice of meetings adjourned for more than
30 days and for more than 90 days shall be given as required by the Act,

8.6 Chairman. The chairman of any meeting of the shareholders shall be the first
mentioned of such of the  following  officers as have been  appointed and who is
present at the meeting:

         a)       the Chairman of the Board;

         b)       the President;

         c)       any Vice-President  (and where more than one Vice-President is
                  present at the  meeting,  then the priority to act as chairman
                  as between them shall be in order of their  appointment to the
                  office of Vice- President).

If no such  officer  is present  within 15  minutes  from the time fixed for the
holding of the meeting of the shareholders,  the persons present and entitled to
vote shall  choose one of their  number  then  present  to be  chairman  of that
meeting.

8.7 Secretary of Meeting.  If the Secretary of the  Corporation  is absent,  the
chairman of a meeting of shareholders shall appoint some person, who need not be
a shareholder, to act as secretary of the meeting.

8.8 Motions.  No motion  proposed at a general  meeting need be seconded and the
chairman may propose or second a motion.



<PAGE>

8.9 Chairman's tasting Vote. At any meeting of shareholders every question shall
be determined by the majority of the votes cast on the question.  In the case of
an equality of votes at a meeting of  shareholders,  the chairman of the meeting
shall not be  entitled  to a second or casting  vote in  addition to the vote or
votes to which he may be entitled as a shareholder,

8.10 Chairman's Declaration. At any meeting of shareholders,  unless a ballot is
demanded,  a  declaration  by the chairman of the meeting that a resolution  has
been carried or carried  unanimously or by a particular  majority or lost or not
carried  by a  particular  majority  shall be  conclusive  evidence  of the fact
without  proof of the number or  proportion  of votes  recorded  in favour of or
against the Motion.

8.11 Voting by Ballot.  If a ballot is demanded by a shareholder or proxy holder
entitled to vote at a shareholder's meeting and the demand is not withdrawn, the
ballot  upon the motion  shall be taken in such  manner as the  chairman  of the
meeting shall direct. Upon a ballot each shareholder who is present in person or
represented  by proxy shall be  entitled,  in respect of the shares  which he is
entitled  to vote at the  meeting  upon the  question,  to that  number of votes
provided by the Act or the  articles.  The  declaration  by the  Chairman of the
meeting that the vote upon the question has been carried, or carried unanimously
or by a particular majority, or lost or nor carried by a particular majority and
an entry in the minutes of the meeting shall be prima facie evidence of the fact
without  proof of the number or  proportion  of 'votes  recorded in favour of or
against any resolution or question.

8.12  Scrutineers.  The  chairman  or  the  secretary  at  any  meeting  of  the
shareholders  or  the  shareholders   then  present  may  appoint  one  or  more
scrutineers, who need not be shareholders,  to count and report upon the results
of the voting which is done by ballot.

                              SECTION TEN - NOTICES

9.1 Notices.  In addition to any other  method of service  permitted by the Act,
any notice or document required by the Act, the regulations, the articles or the
Bylaws may be sent to any person  entitled to receive same in the mann6r set out
in the Act  for  service  upon a  shareholder  or  director  and by any  mean of
telecommunication  with respect to which a written record is made. A notice sent
by means of  telecommunication  shall be deemed to have been  given on the first
business day after the date upon which the written record is made.

9.2 Notice to Joint  Shareholders.  If two or more persons hold shares  jointly,
notice may be given to one of such persons and such notice  shall be  sufficient
notice to all of them

9.3 Change of Address.  The Secretary or Assistant Secretary may change or cause
to be changed the address in the records of the Corporation of any  shareholder,
director,  officer,  auditor or member of a committee of the Board in accordance
with any information believed by him to be reliable.

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9.4  Signature  on  Notice.  The  signature  on any  notice  to be  given by the
Corporation  may be  lithographed,  written,  printed or otherwise  mechanically
reproduced.

                  SECTION ELEVEN - EFFECTIVE DATE AND AMENDMENT

10. 1 Effective Date. This Bylaw is effective from the date of the resolution of
the Board  adopting same and shall  continue to be effective,  unless amended by
the Board, until the next meeting of shareholders of the Corporation,  whereupon
if same is  confirmed  or  confirmed  as amended,  this Bylaw shall  continue in
effect in the form in which it was so confirmed.

10.2 Amending Bylaw.  The Board may by resolution amend or repeal this Bylaw and
such amendment or repeal shall have force and effect unless rejected by ordinary
resolution of the shareholders entitled to vote at an annual general meeting.

<PAGE>

                        RESOLUTIONS OF BOARD OF DIRECTORS

                                   Exhibit "C"

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                MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS

                                       OF

                             STRATCOMM MEDIA, LTD.,

         an entity organized under the laws of the Yukon Territory of Canada
                            February 1, 1999

         A special meeting of the Board of Directors of STRATCOMM MEDIA, LTD.,

an entity organized under the laws of the Yukon Territory of Canada (this

"Corporation"), was held on February 1999, pursuant to applicable law and

Section 3.3 of the Bylaws of this Corporation, at which a quorum was present.

The Chairman called the meeting to order and directed the Secretary Of the

Corporation to read the following resolutions:

         WHEREAS, STRATCOMM MEDIA U.S.A., INC., a Florida corporation, (the

"Borrower") and STRATCOMM MEDIA, LTD., an entity formed under the laws of the

Yukon Territory of Canada (the "Corporation") have applied to the 1st NATIONAL

BANK OF CENTRAL FLORIDA, a national banking association ("Lender"), for a loan

in the amount of $650.000.00 (the "Loan") to be evidenced by a Mortgage

Note in the original principal amount of $650.000.00 (the "Note"), to be

executed by the BORROWER and this Corporation in favor of Lender in such amount,

dated of even date herewith;

         WHEREAS, the Borrower is a wholly owned subsidiary of this Corporation;

         WHEREAS, it is in the best interest of the Borrower and this

Corporation obtain the Loan and the Borrower encumber the Property hereinbelow

described, to secure the Loan; and

         WHEREAS, Lender has agreed to make the Loan to the Borrower; and

NOW, THEREFORE,

BE IT  RESOLVED,  by the  Board of  Directors  of this  Corporation,  that  this
Corporation  be authorized to make,  enter into and execute and deliver unto the
Lender,  inter  alia the Note in favor of  Lender  evidencing  the Loan and such
other  instruments or documents which may be requested or required by the Lender
in connection  with the Loan; all on such terms as shall be mutually agreed upon
by and between this Corporation and the Lender.

BE IT FURTHER RESOLVED, that the President,  any Vice-President,  the Treasurer,
the  Secretary or any other officer of this  Corporation  be and they are hereby
each and all  authorized,  empowered  and  directed in the name and on behalf of
this Corporation and under. its corporate seal, to make, enter into, execute and
deliver with and to the Lender, the

<PAGE>

Note and any other instruments or documents which may be requested or required
by the Lender in connection with the Loan; and

BE IT FURTHUR RESOLVED, that any one of the President,  any Vice-President,  the
Treasurer,  the Secretary 1@r any other officer of this  Corporation be and they
are hereby each and all  authorized,  and  directed in the name and on behalf of
this  Corporation  to carry  out and  fulfill  the  purposes  and  intent of the
Resolutions  contained herein  including,  but not limited to, the documents and
instruments  set forth in these  Resolutions and the Lender shall be indemnified
and  saved  harmless  by this  Corporation  from  any and all  claims,  demands,
expenses, costs and damages resulting from or growing out of honoring or relying
on the  signature  or other  authority  (whether  or not  properly  used) of any
officer  whose name and  signature  was so  certified,  or refusing to honor any
signature or authority not so certified; and

BE IT FURTHER RESOLVED,  that the Secretary of this Corporation be and hereby is
authorized  and  directed  to  furnish  to  Lender,  a  copy  of  the  foregoing
Resolutions  and to certify the same, and to certify that the provisions of said
Resolution  are  in  conformity  with  the  Charter  and  the  By-Laws  of  this
Corporation,  and that said  Resolutions  shall  remain in full force and effect
until notice of its amendment or recession has been delivered to and received by
Lender.

----------------------------------          -----------------------------------
Sky Robert Anderson, Director               G. Paul Abernethy, Director




----------------------------------          ------------------------------------
Charles Cowe@. Director                     Van K. Koinis, Director




---------------------------------
Roberto E. Veitia, Director

<PAGE>

                            Policy No. FA-36-209205

                            POLICY OF TITLE INSURANCE

                            First American issued by

                     First American Title Insurance Company

SUBJECT TO THE EXCLUSIONS FROM COVERAGE,  THE EXCEPTIONS FROM COVERAGE CONTAINED
IN  SCHEDULE  B AND  THE  CONDITIONS  AND  STIPULATIONS,  FIRST  AMERICAN  TITLE
INSURANCE COMPANY, A California corporation, herein called the Company, insures,
as of Date of Policy shown in Schedule A, against loss or damage,  not exceeding
the Amount of In surance  stated in  Schedule  A,  sustained  or incurred by the
insured by reason of:

1.      Title to the estate or interest described in Schedule A being vested
other than as stated therein;

2.      Any defect in or lien or encumbrance on the title;

3.      Unmarketability of the title;

4.      Lack of a right of access to and from the land;

5.      The invalidity or unenforceability of the lien of the insured mortgage
upon the title;

6.      The priority of any lien or encumbrance over the lien of the insured
mortgage;

7.      Lack of priority of the lien of the insured mortgage over any statutory
lien for services, labor oir material:
        (a)  arising from an improvement or work related to the land which is
             contracted for or commenced prior to Date of Policy; or

        (b)  arising  from an  improvment  or work  related to the land which is
             contracted for or commenced  subsequent to Date of Policy and which
             is financed  in whole or in part by  proceeds  of the  indebtedness
             secured by the insured mortgage which at Date of Policy the insured
             has advance or is obligated to advance;

8. The invalidity or unenforceability of any assignment of the insured mortgage,
provided the assignment is shown in Schedule A, or the failure of the assignment
shov\wn in Schedule A to vest title to the insured  mortgae in the named insured
assignee free and clear of all liens.

The Company will also pay the costs,  attorneys'  fees and expenses  incurred in
defense of the title or the lien of the insured mortgage,  as insured,  but only
to the extent provided in the Conditions and Stipulations.

IN WITNESS  WHEREOF,  First  American  Title  Insurance  Company  has caused its
corporate  seal to be  herunto  affixed  and  these  presents  to be  signed  in
facsimile under authority of its By-Laws.

First American Title Insurance Company

BY:                                  PRESIDENT:

ATTEST:                              SECRETARY:


<PAGE>

                     FIRST AMERICAN TITLE INSURANCE COMPANY

                                   SCHEDULE A

Agent's File No.:                   15444/88683

Policy No:                 FA-36-209205

Date of Policy:            February 4, 1999 at 12:44:06p.m

Amount of Insurance:       $650,000.00

1.       Name of Insured:

         1ST NATIONAL BANK OF CENTRAL  FLORIDA,  it successors  and assigns,  as
their interests may appear

2. The  estate  or  interest  in the land  which is  encumbered  by the  insured
mortgage is: fee simple.

3. Title to the estate or interest in the land is vested in:

         Stratcomm  Media  U.S.A.,  Inc.,  by virtue of  instrument  recorded in
         Official Records Book 5244 Page 2993,  Public Records of Orange County,
         Florida.

4. The insured  mortgage  and  assignments  thereof,  if any,  are  described as
follows:

         That certain Mortgage, Assignment of Rents and Security Agreement dated
         February 1, 1999 and recorded February 4, 1999 in Official Records Book
         5674,  Page 3959,  Public  Records of Orange  County,  Florida,  in the
         principal amount of $650,000.00.

5.        The land  referred to in this Policy is in the State of and  described
          as follows: County of ORANGE and described as follows:


See Exhibit "A" attached hereto

                       AKERMAN, SENTERFITT & EIDSON, P.A.

                       By ___________________________________
                           Authorized Signatory

<PAGE>

               FIRST AMERICAN TITLE INSURANCE COMPANY

                                SCHEDULE B PART I

Agent's File No.: 15444/88683               Policy No.        FA-36-209205

This policy does not insure against loss or damage (and the Company will not pay
costs, attorneys' fees or expenses) which arise by reason of:

1 . DELETED

2. DELETED

3. DELETED

4. DELETED

5. DELETED

6. Taxes or special  assessments  which are not shown as  existing  liens by the
public records.

         NOTE:    Exceptions Numbered 1, 4 and 5 Above are Hereby Deleted.

7. Taxes and assessments for the year 1999, and subsequent years,  which are not
yet  due  and  payable  as to  Parcel  ID  #01-22-29-0060-04121  and  Parcel  ID
#01-22-29-9180-00012.  Taxes for the -year 1998 in the amount of $14,896.72  are
due as to Parcel ID #01-22-29-9180-OQA12.

8.    Easement Agreement recorded August 26, 1986 in Official Records Book 3814,
 Page 4277, Public Records of Orange County, Florida.


<PAGE>

                     FIRST AMERICAN TITLE INSURANCE COMPANY

                               SCHEDULE B, PART 11
                              (Subordinate Matters)

Agent's File No.: 15444/88683               Policy No.        FA-36-209205


In addition to the  matters set forth in Part I of this  Schedule,  the title to
the estate or  interest  in the land  described  or referred to in Schedule A is
subject to the following matters,  if any be shown, but the Company insures that
such matters -are subordinate to the lien or charge of the insured mortgage upon
said estate or interest:

1.       UCC Financing  Statement executed by Stratcomm Media USA, Inc. in favor
         of 1st National Bank of Central  Florida and recorded  February 4, 1999
         in Official  Records  Book 5674,  Page 3974,  Public  Records of Orange
         County, Florida.

NOTE:  There is hereby attached to and made a part of this Policy the following
endorsements:

         a . Florida Form No.



<PAGE>

Addendum to Policy
In accordance with

Florida Statutes Section 627.4131

                     FIRST AMERICAN TITLE INSURANCE COMPANY

Agent's File No.:   15444/88683               Policy No.        FA-36-209205


                        SERVICE QUALITY AND AVAILABILITY

First  American  Title  Insurance  Company  cares about its  customers and their
ability to obtain  information and service on a convenient,  timely and accurate
basis. A qualified staff of service representatives is dedicated to serving you.

A toll-free  number is available for your  convenience in obtaining  information
about   coverage   and  to   provide   assistance   in   resolving   complaints:
1-800-929-7186.

Office hours will be from 8:30 a.m. through 5:30 p.m., Monday through Friday.




<PAGE>

                                  EXHIBIT "A"

Parcel One:
         Begin at point 675 feet east of the west line of section 1, township 22
         south,  range 29 east, ad 30 feet north of the center line of lee road,
         thence run north  279.20  feet;  thence  run east 100 feet,  thence run
         south 279.20 feet;  thence run west 100 feet to the point of beginning,
         being a part of lots 2 and 3, PLAN OF WEST  WINTER  PARK (also known as
         Holden Brothers Subdivision of West Winter Park), according to the plat
         thereof as  recorded  in plat book A, page 62 of the public  records of
         orange county, Florida, LESS road right of way.

Parcel Two:
         North 1/2 of lot 12, block "D", Albert Lee Ridge, According to the plat
         thereof  recorded  in the plat book "T",  page  147,  public  record of
         Orange County, Florida.

Also Known As:
         Part of lot 2 plan of West Winter Park as recorded in plat book A, page
         62, Public record of Orange County, Florida described as follows:

         Beginning at the northeast corner of lot 11, Block D, Albert Lee Ridge,
         as  recorded  on plat book T, page 147 of the public  records of orange
         county, Florida; RUN S 88'57'31' W 100.00 feet along the south lines of
         lots 4 & 10 block D of aforesaid plat to the northeast corner of lot 3,
         Block D of said plat;  Thence  run s 02' 04'29 E 254.25  feet along the
         east lines of lots 1, 2, & 3 block D to the north  Right of way line of
         Lee road;  thence run along the north  right of way line N  88'36'12' E
         100.00 feet; thence run N 02'04'29 W 253.63 feet along the west line of
         lots 11, 12 & 14 block D to the point of beginning.

         TOGETHER WITH:

         The north half of lot 12,  Block D of Albert Lee  Ridge,  According  to
         plat  thereof  as  recorded  in plat book T,.  page 147,  of the public
         records of orange county, Florida.

         Subject to and  together  with all  rights  under and by virtue of that
         certain easement  agreement dates august 7, 1988,  recorded in official
         records book 3814, page 4277, public records of orange county Florida.

<PAGE>

                           FLORIDA FORM 9 ENDORSEMENT

                                    ISSUED BY

                                [GRAPHIC OMITTED]
Issuing Office File No.: 15444/88683       Attached to Policy No.: FA- 36-209205
The  Company  insures  the  owner of the  indebtedness  secured  by the  insured
mortgage against loss or damage  sustained by reason of 1. Any  incorrectness in
the assurance that, at Date of Policy:
         (a) There are no covenants,  conditions or restrictions under which the
         lien  of the  mortgage  referred  to in  Schedule  A can  be  divested,
         subordinated   or   extinguished,   or  its   validity,   priority   or
         enforceability impaired.

         (b) Unless expressly excepted in Schedule B:
                  (1)  There  are  no  present  violations  on @he  land  of any
                  enforceable  covenants,  conditions or restrictions nor do any
                  existing  improvements  on the land violate  building  setback
                  lines shown on a plat of subdivision  recorded or filed in the
                  public records.  (2) Any instrument  referred to in Schedule B
                  as containing  covenants,  conditions or  restrictions  on the
                  land does not, in addition,  (i)  establish an easement on the
                  land,  (ii)  provide  a lien  for  liquidated  damages;  (iii)
                  provide for a private charge or  assessment;  (iv) provide for
                  an option to purchase,  a right of first  refusal or the prior
                  approval of a future  purchaser or  occupant.  (3) There is no
                  encroachment of existing improvements located on the land onto
                  adjoining land, nor any encroachment onto the land of existing
                  improvements  located  on  adjoining  land.  (4)  There  is no
                  encroachment of existing improvements located on the land onto
                  that portion of the land  subject to any easement  excepted in
                  Schedule  B.  (5)  There  are  no  notices  of   violation  of
                  covenants,    conditions,   and   restrictions   relating   to
                  environmental  protection  recorded  or  filed  in the  public
                  records.

2. Any  future  violation  on the land of an  existing  covenant,  condition  or
restriction  occurring  prior  to the  acquisition  of title  to the  estate  or
interest in the land, provided the violation results in:

         (a) Invalidity,  loss of priority,  or  unenforceability of the lien of
         the insured  mortgage;  or, (b) Loss of title to the estate or interest
         in the land if the insured shall acquire title in  satisfaction  of the
         indebtedness secured by the insured mortgage.

3.       Damage to existing improvements  (excluding lawns, shrubbery or trees):
         (a) Which are  located  on or  encroach  upon that  portion of the land
         subject to any easement  excepted in Schedule B, which  damage  results
         from the exercise of the right to maintain the easement for the purpose
         for which it was granted or reserved. (b) Which results from the future
         exercise of any right to use the surface of the land for the extraction
         or development of minerals excepted from the description of the land or
         excepted in Schedule B.

4. Any  final  court  order or  judgment  requiring  the  removal  from any land
adjoining  the land of any  encroachment  excepted  in  Schedule B. 5. Any final
court order or judgment  denying the right to maintain any existing  improvement
on the land because of any violation of covenants, conditions or restrictions or
building  setback lines shown on a plat of subdivision  recorded or filed in the
public records.

Wherever in this endorsement the words  "covenants,  conditions or restrictions"
appear,  they shall not be deemed to refer to or include  the terms,  covenants,
conditions or limitations contained in an instrument creating a lease.

As used in paragraphs 1. (b) (1) and 5. the phrase "covenants, conditions, or
restrictions" shall not be deemed to refer to or include any covenants,
conditions or restrictions relating to environmental protection.

This endorsement is made a part of the policy and is subject to all of the terms
and provisions thereof and any prior endorsements thereto.  Except to the extent
expressly  stated,  it neither  modifies any of the terms and  provisions of the
policy and any prior endorsements,  nor does it extend the effective date of the
policy and any prior endorsements, nor does it increase the face amount thereof.

This  endorsement  shall not be valid or binding  unless signed by either a duly
authorized officer or agent of the Company.

Issue Date : FEBRUARY 4, 1999

Akerman, Senterfitt & Eidson, P.A.             First American Title Insuranc CO.

------------------------------------           By:____________________________
                                                   President
By:_________________________________           Attest:________________________
                                                       Secretaary

<PAGE>

                            EXCLUSIONS FROM COVERAGE

The following matters are expressly excluded from the cove I this Policy and the
Company will not pay loss or damage.  costs,  attorneys'  fees or expemses which
arise by reason of:

1. (a)  Any law. ordinance or governmental regulation (inclurding but not
limited to building and zoning laws. ordinances, or regulations) restricting,
regulating. prohibiting of relating to (i)the occupancy, use. or enjoyment of
the land: (ii)the character. dimensions or location of any improvement now or
hereafter erected on the land: (iii) a separation in ownership or a change in
the dimensions or area of the land of any parcel of which the land is or was a
part: or (iv) environmental protection. or the effect at any violation at these
laws ordinances or governeriental regulations. except to the extent that a
notice of the enforcement thereof or a notice of a defect. lien or encumbrance
resulting from a violation or alleged violation affecting the land has been
recorded in the public records at Date of Policy.
   (b) Any governmental police power not excluded by (a) above. except to the
extent that a notice of the exercise thereof or a notice of a defect. lien or
encumbrance resulting from a violation or alleged  violation  affectung  the
land has been recorded in the public records to Date of Policy.

2 Rights of  eminent  domain  unless  notice  at the  exercise  thereof  has Men
recorded  in the  public  records  at Date of  Policy.  but not  excluding  from
coverage any taking  which has  occurred  prior to Date of Policy which would be
binding on the rights of a purchaser for value withou knowledge.

3. Detects. liens. encumbrances. adverse daims or other matters:
  (a) created, suffered. assumed or agreed to by the insured claimant
  (b) not known to the Comoany, not recorded in the public records at Date of
Policy,  but known to the insured  claimant and not  disclosed in writing to the
Company by the insured claimant prior to the date the insured claimant became an
insured under this policy.

  (c) resulting in no loss or damage to the insured claimant:
  (d) attaching or created subsequent to Date of Policy (except to the extent
that this policy insures  the  priority of the lien of the  insured  mortgage
over any statutory lien for services,  labor or material or the extent insurance
is afforded herein as to assessments for street improvements.     construction
or completed at Date of Policy); or
  (e)  resulting  in loss of damage  which would not have been  sustained if the
insured claimant had paid value for the insured mortgage.

4. Unenforceability of the lien of the insured mortgage because of the inability
or failure of the insured at Date of Policy,  or the inability or failure of any
subsequent owner of the  indebtedness,  to comply with applicable doing business
laws of the state in which the land is situated.

5. Invalidity or unenforceability of the lien of the insured mortgage,  or claim
thereof,  which arises out of the transaction  evidenced by the insured mortgage
and is based upon usury or any consumer  credit  protection  of truth in lending
law.

6. Any statutory lien for services, labot or materials (or the claim or priority
of any  statutory  lien for  services,  labot or materials  over the lien of the
einsured mortgage) arising from an improvement or work related to the land which
is contracted for and commenced subsequent to Date of Policy and is not financed
in whole or in part by  proceeds  of the  indebtedness  secured  by the  insured
mortgage  which at Date of Policy the insured has  advanced or is  obligated  to
advance.

7. Any claim,  which arises out of the transaction  creating the interest of the
mortgagee  insured  by this  policy,  by  reason  of the  operation  of  federal
bankruptcy,  state insolvency,  or similar  creditors' rights laws that is based
on:

    (i)  the transaction creating the interest of the insured mortgagee being
         deemed a fraudulent conveyance or fradulent transfer: or

    (ii) the subordinationof the interest of the insured mortgagee as a result
         of the application of the doctricne of equitable subordination: or

    (iii)the  transaction  creating the interest of the insured  mortgagee being
         deemed a preferential  transfer except where the preferential  transfer
         results from the failure:

         (a)  to timely record the instrument of tranfer: or

         (b)  of such recordation to impart notice to a purchaser for value or a
              judgment or lien creditor.


                                              CONDITIONS AND STIPULATIONS


<PAGE>

First American

First American Title Insurance Company

Policy of Title Insurance

<PAGE>

                             LOAN CLOSING STATEMENT

LENDER:           1ST NATIONAL BANK OF CENTRAL FLORIDA

BORROWER:         STRATCOMM MEDIA, U.S.A., INC., a Florida corporation and
                  STRATCOMM MEDIA, LTD., an entity organized under
                  the laws of the Yukon Territory, Canada

CLOSING DATE:     February 1, 1999

PROPERTY:         SEE ATTACHED EXHIBIT "A"

LOAN AMOUNT:      $650,000-00
-----------------------------------------------------------------------------

LOAN COSTS/DISBURSEMENTS:

1.     Documentary Stamps on Note (Orange County)                      2,275.00
2.      Intangible Tax on mortgage (Orange County)                     1,300.00
3.      Recording Mortgage (Orange County)                                69.00
4.      Recording Satisfaction (Orange County)                            10.50
5.      Filing UCC-1 (Florida Secretary of State)                         31.00
6.      Recording UCC-1 58 (Orange County)                                15.00
7.      Lender's Loan Fee (1/2 of 1%- 1/2 already paid)                1,625.00
8.      Loan Costs                                                       175.00
9.      Title Search Fee (Fidelity)                                      150.00
10.     Title Premium (Loan Policy)                                    3,325.00
         Form 9 Endorsement (10% of full policy amount)                  332.50
11.     Attorney's Fee/Costs                                           1,475.00
12.     Survey (Shannon Surveying)                                     1,800.00
13.     Appraisal (Beaumont & Matthes)                                 1,000.00
14.     Corporate/UCC Search Fees                                        172.50
15.     Tax Service Fee (Lender)                                          75.00
16.     Flood Service Fee (Lender) Disbursement TOTAL:                    16.50
Disbursement TOTAL:                                                  $13,847.00

                        DISBURSEMENTS FROM LOAN PROCEEDS:
Orange County Comptroller (Record ing/7axes) -                         3,659.00
Secretary of State (UCC-1) -                                              31.00
Akerman, Senterfitt & Eidson, P.A. (Lender's Counsel's Fees/
    Costs/Title Insurance)                                             4,393.25
Shannon Surveying (Survey)                                            1,800.00
Beaumont & Matthes (Appraisal)                                         1,000.00
Fidelity Title Insurance Company (Title Search)                          150.00
Fidelity Title InTurance Company (Title Premium)                       1,097.25
Loan Payoff to BankFirst (Loan #722002758 - See Attached
    Exhibit "B"                                                      500,570.87
Disbursement of Loan Proceeds to Borrower -                          135,582.13
1st National Bank (Loan fee, Flood and Tax Service Fee) -              1,716.50
TOTAL DISBURSEMENTS:                                                 650,000.00

<PAGE>

LENDER: BORROWER:

CLOSINC DATE: LOAN AMOUNT: PACE -2-


IST NATIONAL BANK OF CENTRAL FLORIDA
STRATCOMM MEDIA, USA, INC.. a Florida corporation and STRATCOMMMEDIA, LTD., an
entity organized under the laws of Canada February 1, 1999 $650.000.00

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

By execution of this Loan Closing Statement, Borrower certifies it to be correct
and agrees and consents to payment of the  indicated  fees,  costs and expenses.
Borrower  further  acknowledges  and agrees to fulfill its obligation to pay and
reasonable  further or additional fees, costs or expenses  incurred by Lender or
its counsel in connection with any post-closing matters.

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

Approved this 1st day of February, 1999.

         "LENDER"                                                "BORROWER"

1ST NATIONAL BANK OF CENTRAL FLORIDA,            STRATCOMM  MEDIA, U.S.A., INC.,
a national banking association                   a Florida corporation


---------------------------------------          ------------------------------
BRETT S. BRYAN-V, Assistant Vice President       ROBERTO E. VEITIA, President

                                                 STRATCOMM MEDIA  LTD.,
                                                 an entity  organized under the
                                                 laws of the Yukon Territory,
                                                 Canada





                                                 -------------------------------
                                                 ROBERTO E. VEITIA, President




<PAGE>

                                 EXHIBIT "A"

Parcel One:
         Begin at point 675 feet east of the west line of section 1, township 22
         south, range 29 east, ad 30 feet north opf the center line of lee road,
         thence run north  279.20  feet;  thence  run east 100 feet,  thence run
         south 279.20 feet;  thence run west 100 feet to the point of beginning,
         being a part of lots 2 and 3, PLAN OF WEST  WINTER  PARK (also known as
         Holden Brothers Subdivision of West Winter Park), according to the plat
         thereof as  recorded  in plat book A, page 62 of the public  records of
         orange county, Florida, LESS road right of way.

Parcel Two:
         North 1/2 of lot 12, block "D", Albert Lee Ridge, According to the plat
         thereof  recorded  in the plat book "T",  page  147,  public  record of
         Orange County, Florida.

Also Known As:
         Part of lot 2 plan of West Winter Park as recorded in plat book A, page
         62, Public record of Orange County, Florida described as follows:

         Beginning at the northeast corner of lot 11, Block D, Albert Lee Ridge,
         as recorded  oin plat book T, page 147 of the public  records of orange
         county, Florida; RUN S 88'57'31' W 100.00 feet along the south lines of
         lots 4 & 10 block D of aforesaid plat to the northeast corner of lot 3,
         Block D of said plat;  Thence  run s 02' 04'29 E 254.25  feet along the
         east lines of lots 1, 2, & 3 block D to the north  Right of way line of
         Lee road;  thence run along the north  right of way line N  88'36'12' E
         100.00 feet; thence run N 02'04'29 W 253.63 feet along the west line of
         lots 11, 12 & 14 block D to the point of beginning.

         TOGETHER WITH:

         The north half of lot 12,  Block D of Albert Lee  Ridge,  According  to
         plat  thereof  as  recorded  in plat book T,.  page 147,  of the public
         records of orange county, Florida.

         Subject to and  together  with all  rights  under and by virtue of that
         certain easement  agreement dates august 7, 1988,  recorded in official
         records book 3814, page 4277, public records of orange county Florida.

<PAGE>

      AMERICANS WITH DISABILITIES ACT COMPLIANCE AND INDEMNIFICATION AGREEMENT

         THIS AMERICANS  WITH  DISABILITIES  ACT COMPLIANCE AND  INDEMNIFICATION
AGREEMENT  (the  "Agreement")  made  and  entered  into  as of  this  1st day of
February, 1999 by STRATCOMM MEDIA, U.S.A., INC., a Florida corporation,  of 1947
Lee Road,  Winter Park,  Florida 32789 (the  "Mortgagor")  and STRATCOMM  MEDIA,
LTD., an entity organized under the laws of the Yukon Territory, Canada, of 1984
Lee  Road,  Winter  Park,   Florida  32789  (hereinafter   collectively   called
"Borrowers"),  in favor of 1ST  NATIONAL  BANK OF  CENTRAL  FLORIDA,  a national
banking  association,  with an address of 2160  State  Road 434 West,  P.O.  Box
913900, Longwood, Florida 32791-3900, Attention:

commercial Loan Administration Department (hereinafter called "Lender").

                             PRELIMINARY STATEMENT:

         WHEREAS, the Borrowers, an entity organized under the laws of the Yukon
Territory, Canada have applied to the Lender for a mortgage loan (the "Loan") in
the principal amount of $650.000.00, as evidenced by a Mortgage Note executed by
the Borrowers in favor of Lender in such amount, dated of even date herewith and
which Loan is to be  secured by a  Mortgage,  Assignment  of Rents and  Security
Agreement (the "Mortgage"),  executed by the Mortgagor,  in favor of the Lender,
creating a mortgage  lien on certain real property  (the  "Mortgaged  Property")
described in said Mortgage; and

         WHEREAS,  one of the  conditions  for the  extension of the Loan is the
specific agreement by the Borrowers:

         A. To comply with all federal,  state and local statutes,  laws, rules,
regulations  and  ordinances now or hereafter in force or effect and relating to
the Mortgaged Property or the use thereof, including, but not by limitation, (i)
the Americans With Disabilities Act of 1990 (42 U.S.C. Section 12101 et seq), as
'amended (ii) the Florida Americans with  Disabilities Act  (ss.ss.553.501-.513,
Florida Statutel) as amended and (iii) all regulations  promulgated  thereunder,
as such acts and  regulations  thereunder  may from time to time be  amended  or
modified  and any other  laws  relating  to access of  handicapped  or  disabled
persons; and

         B.  To  indemnify  and  hold  Lender  harmless  from  and  against  all
liability,  claims, demands, damages,  expenses, fees, fines, penalties,  suits,
proceedings,  actions  and costs of  actions of any kind and  nature,  including
attorney's  fees,  and all other  obligations  which the  Lender  may incur as a
result  of  arising  or  growing  out  of  or  connected  with  the  Mortgagor's
obligations hereunder; and

         WHEREAS,  the  Lender  is  unwilling  to  extend  the Loan  unless  the
Borrowers execute and deliver this Agreement to the Lender.

         NOW, THEREFORE,  in consideration and mutual premises herein contained,
the parties do hereby agree as follows:

         1.       REPRESENTATIONS AND WARRANTIES. The Mortgagor specifically
represents and warrants the following:

         (a) That the use and operation of the Mortgaged  Property complies with
all  Applicable  Laws (as  defined  herein).  For  purposes  of this  Agreement,
Applicable Laws shall mean and include:

                  (i) the Americans  With  Disabilities  Act of 1990 (42 'U.S.C.
         Section  12101  et seq)  and all  regulations  promulgated  thereunder,
         assuch Act and regulations may from time to time be amended or modified
         and Any other


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         laws relating to access of handicapped or disabled persons (the "ADA")

                  (ii)   the   Florida    Americans   With    Disabilities   Act
         (ss.ss.553.301-.513,  Florida Statutes) and all regulations promulgated
         thereunder,  as  such  Act and  regulations  may  from  time to time be
         amended  or  modified  and  any  other  laws   relating  to  access  of
         handicapped or disabled persons (the "FLADA").

                  (b) Mortgagor and the Mortgaged Property,  and all tenants and
         occupants  of the  Mortgaged  Property,  are in  full  compliance  with
         Applicable Laws and the Mortgagor and the Mortgaged  Property,  and all
         tenants and  occupants  of the  Mortgaged  Property  shall  continue to
         comply therewith at all times;

                  (c)  Mortgagor  has  received no notices,  whether  written or
         oral,  from  any  individual,  organization  or  entity,  or  from  the
         Department  of  justice  or any other  governmental  or q uas  i-govern
         mental  agency  or  authority,  asserting  or  stating:  (i)  that  the
         Mortgaged  Property,  the  Mortgagor,   or  any  entity  or  person  in
         possession  of  any  portion  of  any  improvements  on  the  Mortgaged
         Property,  is in  violation  of the ADA or the FLADA;  or (ii) that the
         sender  or  giver of the  notice  intends  to or may file a  complaint,
         lawsuit,  action,  or proceeding of any type whatsoever  asserting that
         such a violation exists. If Mortgagor should receive any such notice at
         any time during the term of the Loan,  Mortgagor  shall furnish  Lender
         with a copy thereof on or within ten (10) days after receipt.

         2.  INDEMNIFICATION  BY  BORROWERS.  The  Borrowers  (if more than one,
jointly and severally) do hereby indemnify and agree to hold the Lender harmless
from and against all liability, claims, demands, damages, expenses, fees, fines,
penalties,  suits,  proceedings,  actions  and costs of  actions of anv kind and
nature,  including  attorney's fees, and all other  obligations which the Lender
may incur or be exposed to as a result of arising or growing out of or connected
with any one or more of the following:

                  (a) The breach of any representation contained in this
         Agreement.

                  (b) The  breach  by the  Borrowers  of any of its  obligations
         under  paragraph  2 hereof  to  comply  with,  or cause  the  Mortgaged
         Property to comply with,  the ADA,  the FLADA and all other  Applicable
         Laws.

                   (c) Any  actual or  asserted  violation,  nonperformance,  or
         failure  to  abide  by any  requirement  imposed  upon  mortgagor,  the
         Mortgaged  Property or any occupant or tenant of the Mortgaged Property
         under the ADA, the FLADA or any other Applicable Law.

         3. COVENANTS WITH REGARD TO ADA/FLADA.  If Borrowers  make, or allow or
authorize  any  other  person  or  entity  (including   tenants)  to  make,  any
alterations,  modifications,   improvements  or  renovations  to  the  Mortgaged
Property or any portion thereof or any  improvements  thereon during the term of
the Loan,  mortgagor  shall  ensure  that all such  alterations,  modifications,
improvements,  or  renovations  are planned,  designed  and  completed in strict
compliance  with all Applicable  Laws, and that no changes in the plans for such
improvements  shall be made or allowed that might cause the improvements to fail
to comply  with any  Applicable  Law.  If any such  alterations,  modifications,
improvements or renovations fail to comply with such laws, rules, regulations or
ordinances,  Borrowers shall, at its sole expense, promptly take any action that
may be necessary in order to bring the  improvements  into  compliance  with all
laws, rules, regulations and ordinances.

         4. NOTICES RECEIVED BY BORROWERS. If Borrowers shall receive any notice
of:

         The  Mortgaged  Property,  the  Mortgagor,  or any  entity or person in
         possession,  of any  portion  of  any  improvements  on  the  Mortgaged
         Property,  being in  violation  of the  ADA,  the  FLADA  or any  other
         Applicable  Laws; or that the sender or giver of the notice  intends to
         or may file a

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      complaint, lawsuit, action, or proceeding of any type whatsoever asserting
that such a violation exists,

then  Mortgagor  shall  immediately  notify Lender orally and in writing Of said
notice.  In the event it is determined that any action must be taken with regard
to any  violation  occurring on or with respect to the  Mortgaged  Property with
regard to the ADA, the FLADA or any other Applicable Law, the Borrowers covenant
and agree to take all such  actions  necessary to promptly  bring the  Mortgaged
Property into compliance with all Applicable Laws,  regardless of whether or not
the Borrowers caused said matters.

         5. LENDER'S  RESERVED RIGHTS.  Lender shall have the right, but not the
obligation (and without  limitation of Lender's  rights under the Mortgage),  at
all  reasonable  times and upon prior written or oral notice,  to enter onto the
Mortgaged  Property or to take such other actions as it shall deem  necessary or
advisable to cause the  Mortgaged  Property to comply with the ADA, the FLADA or
other Applicable Laws. If necessary, the Borrowers, upon Lender's request, shall
accompany the Lender, its agents or representatives on to the Mortgaged Property
for the purpose of conducting any such inspection thereof.

         All  reasonable  costs  and  expenses  incurred  by the  Lender  in the
exercise of any rights as described in this  Paragraph  shall be secured by this
Mortgage and shall be payable by the Borrowers upon demand.

         6.  DEFAULT  UNDER  LOAN  DOCUMENTS.  The  (i)  breach  of  any  of the
representations  or warranties  contained in this Agreement,  or (ii) failure of
the  Borrowers to comply with any of the terms or  conditions  contained in this
Agreement, shall each be and constitute a default under each and all of the Loan
Documents (as such term is defined in the Mortgage).  In such event,  the Lender
shall be entitled at its option to  immediately  accelerate and declare the Loan
as being due and owing in full, and the Lender shall be entitled to exercise any
and all rights  available to the Lender under all Loan  Documents and applicable
law.

         7.  SURVIVAL OF  AGREEMENT.  This  Agreement is separate and apart from
each and every other Loan Document  relating to the Loan,  and the provisions of
this Agreement and the obligations of the Borrowers .hereunder,  shall survive W
the  payment of the Loan,  00 any action  which the Lender may take in regard to
the Mortgaged  Property such as, but not limited to, any  foreclosure  action or
any acceptance by Lender of any deed in lieu of foreclosure (provided,  however,
nothing contained herein shall obligate the Lender to accept any deed of lieu of
foreclosure), and (iii) any other term or provisions of the Loan.

         8.- IOINT AND SEVERAL  LIABILITY.  In the event the  Borrowers  include
more than one  party/entity or there is one or more guarantors for the Loan, the
obligations  of all such  persons  under  this  Agreement  s1kall  be joint  and
several,  and a  covenant  to do or  refrain  from  doing  any act  shall  be an
obligation for both or either to act or refrain from acting, as the case may be.

         9. CONSENT TO [URISDICTION.  Borrowers  irrevocably and unconditionally
(a) agrees that any suit,  action,  or other legal proceeding  arising out of or
relating to this  Agreement  may be brought,  at the option of the Lender,  in a
court of record,  of  competent  jurisdiction  in the State of Florida in Orange
County;  (b) consents to the  jurisdiction  of each such court in any such suit,
action, or proceeding;  (c) waives any objection which it may have to the laying
of venue of any such suit,  action, or proceeding in any of such courts; and (d)
agrees that  service of any court paper may be  effected on  Borrowers  by mail,
addressed  and  mailed  as  provided  herein or in such  other  manner as may be
provided under applicable laws or court rules in said State.

     10.  IURY  WAIVER.  BORROWERS  AND LENDER  HEREBY  KNOWINGLY,  VOLUNTARILY,
INTENTIONALLY,  AND  IRREVOCABLY  WAIVE THE  RIGHT  EITHER OF THEM MAY HAVE TO A
TRIAL BY JURY IN RESPECT TO ANY LITIGATION,  WHETHER IN CONTRACT OR TORT, AT LAW
OR IN EQUITY,  BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS
AGREEMENT AND ANY OTHER  DOCUMENT OR INSTRUMENT  CONTEMPLATED  TO BE EXECUTED IN
CONJUNCTION  HEREWITH, OR ANY COURSE OF CONDUCT,  COURSE OF DEALING,  STATEMENTS
(WHETHERWRBAL  OR WRITTEN) OR ACTIONS OF ANY PARTY HERETO.  THIS  PROVISION IS A
MATERIAL INDUCEMENT FOR LENDER TO



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