Exhibit 10.3  Stock Subscrition Agreement with Tech TacTic

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EX 10.3

Stock Subscription Agreement with Tech Tac Tic

                                                                               9

THE  SECURITIES   SUBSCRIBED  FOR  BY  THIS  AGREEMENT  ARY~   RESTRICTIONS   ON
TRANSFERABILITY  AND RESALE AND  TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER
THE SEC 1993, AS AMENDED,  AND APPLICABLE STATE SECURITIES LAWS~ REGISTRATION OR
EXEMPTION  THEREFROM.  INVESTORS  SHOULD  f THEY  MAY BE  REQUIRED  TO BEAR  THE
FINANCIAL RISKS OF THIS IN AN INDEFINITE PERIOD OF TIME.

                                                                           Adm~

THE  SECURITIES  SUBSCRIBED  FOR BY  THIS  AGREEMENT  H~  REGISTERED  UNDER  THE
SECURITIES ACT OF 1933, AS AME  SECURITIES  LAWS OF CERTAIN STATES AND ARE BEING
OFFERE  RELIANCE ON THE EXEMPTION FROM THE  REGISTRATION  REGULATION "S" OF SAID
ACT AND SUCH LAWS. IN ACCC~  REGULATION "S", THESE SECURITIES MAY NOT BE OFFERED
OR  SOLD  TO  CITIZENS  OR  RESIDENTS  OF THE  SHAREED  STATES.  THE  SECURITIES
SUBSCRIBED  FOR BY THIS  AGREEMENT  HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE  COMMISSION,  ANY STATE  SECURITIES  COMMISSION OR OTHER
REGULATORY  AUTHORITY,  NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR
ENDORSED THE MERITS OF THE SECURITIES OFFERED BY THE COMPANY. ANY REPRESENTATION
TO THE CONTRARY IS UNLAWFUL.

                                              SUBSCRIPTION AGREEMENT

                                       ALL FIGURES IN UNITED STATES DOLLARS



         THIS SUBSCRIPTION AGREEMENT (this "Agreement") has been executed by the
undersigned  in  connection   with  the  private   placement  of  a  minimum  of
$1,000,000(US)   and  up  to  a  maximum  of  $5,000,000   (US)  of  convertible
subordinated  debentures  (the  "Debentures")  with  a  minimum  face  value  of
$50,000.00(US),  of STRATCOMM MEDIA LTD., a corporation organized under the laws
of the  jurisdiction  of the Yukon,  Canada (NASD  Bulletin Board symbol "SMMM")
(hereinafter  referred to as the "Company").  The Subordinated  Debentures being
sold pursuant to this  Agreement have not been  registered  under the Securities
Act,  but are being  offered to  non-residents  and  non-citizens  of the Shared
States  pursuant to an exemption  provided by Regulation S of the Securities Act
of 1933. In addition to such other terms as are set forth in this Agreement, the
terms on which the  Subordinated  Debentures  may be  converted  into  shares of
Common stock,  $.01 par value, of the Company (the "Common Stock") and the other
terms of the  Subordinated  Debentures  are set  forth in the  "STRATCOMM  MEDIA
LIMITED  14%  SUBORDINATED   DEBENTURE"   attached  hereto  as  Exhibit  I  (the
"Debentures").   The  offer  of  the   Subordinated   Debentures  and,  if  this
Subscription  Agreement  is accepted by the  Company,  the sale of  Subordinated
Debentures  are being made in  reliance  upon  Regulation  3, Rule 902(k) of the
Securities Act. (All dollar amounts in this Agreement are expressed in U.S.

Dollars.)


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         The undersigned Purchaser

         NAME: (signed by) Vermeersch Christiane

         ADDRESS:

             Boulevard D'Avroy 72E
             4000  Liege
             Belgium

         if applicable, a [Corporate] [Partnership] [Trust] organized under the
laws of ____________,
hereinafter referred to as "Purchaser")

     hereby represents and warrants to, and agrees with the Company as follows:


         1.       Agreement to Subscribe

                  a.Subscription. The undersigned Purchaser hereby subscribes to
                    purchase  10,--  shares  of  Subordinated  Debentures,  each
                    having a face value of $5,000.00 per share,  at an aggregate
                    purchase price of $50,000

b.   Form  of  Payment.   Purchaser   shall  pay  the  purchase  price  for  the
     Subordinated  Debentures by delivering  good funds in United States Dollars
     in accordance  with  Paragraph  1(c) below,  to escrow agent,  the Delaware
     Escrow Company (the "Escrow Agent")  identified in the Escrow  Instructions
     attached hereto as Exhibit II (the "Escrow  Agreement").  The Company shall
     deliver one or more executed  Subordinated  Debentures to the Escrow Agent,
     and  upon  payment  by  the  Purchaser  of  the  purchase   price  for  the
     Subordinated  Debentures  and the  compliance  with all of the terms of the
     Escrow Agreement,  the Escrow Agent shall cause the Subordinated Debentures
     purchased  thereby by the Purchaser to be delivered to the Purchaser as set
     forth in paragraph 1(c) below. By signing this Agreement, the Purchaser and
     the Company each agrees to all of the terms and  conditions of, and becomes
     a part to, the Escrow  Instructions  attached hereto, all of the provisions
     of which are incorporated herein by this reference as if set forth in full.
c.                         Method of Payment.  Payment of the purchase price for
                           the  Subordinated  Debentures  shall  be made by wire
                           transfer of funds to:

[GRAPHIC OMITTED][GRAPHIC OMITTED]
                   Northern Trust Bank

                   301 Yamato Road

                   Boca Raton, Florida 33431
                   ABA #066009650
                   For the Account of: The Delaware Escrow Company Account
                                        #5111010982

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                                    No later than three  business days after the
                                    Company accepts this Agreement and all other
                                    terms and  conditions of this  Agreement and
                                    the  Escrow  Agreement  have  been  complied
                                    with,  funds deposited with the Escrow Agent
                                    shall be disbursed to the Company.

         2.  Purchaser Representations: Access to Information: Independent
             Investigation

a. Purchaser Representations and Warranties. Purchaser represents and warrants
   to the Company as follows:

                                    (i)              Purchaser  is  neither a US
                                                     citizen or Resident  Alien,
                                                     as such  terms are  defined
                                                     in  Rule  902,  promulgated
                                                     under the Securities Act.

                                    (ii)             Purchaser  is  sufficiently
                                                     experienced   in  financial
                                                     and business  matters to be
                                                     capable of  evaluating  the
                                                     merits  and  risks  of  its
                                                     investments, and to make an
                                                     informed  decision relating
                                                     thereto, and to protect its
                                                     own interests in connection
                                                     with
                                                     the transaction.

                                     (iii)           Purchaser is purchasing the
                                                     Subordinated Debentures for
                                                     its own account or for the
                                                     account of beneficiaries
                                                     for whom the Purchaser has
                                                     full investment discretion,
                                                     each of which beneficiaries
                                                     is bound to all of the
                                                     terms and provisions
                                                     hereof including all
                                                     representations and
                                                     warranties herein.
                                                     Purchaser is purchasing the
                                                     Subordinated Debentures for
                                                     investment purposes only
                                                     and not with an intent
                                                     towards further sale or
                                                     distribution thereof, and
                                                     has not pre-arranged any
                                                     sale with any other
                                                     purchaser.

                                     (iv)            The Subordinated Debentures
                                                     have not been registered
                                                     under the Securities Act,
                                                     but are being offered in
                                                     reliance  upon an exemption
                                                     therefrom; Regulation S,
                                                     Rule 902. Additionally,
                                                     the unde4ying securities,
                                                     for which these
                                                     Subordinated Debentures may
                                                     be converted into, will be
                                                     issued  in  place  of,
                                                     and in lieu of payment on
                                                     the Subordinated
                                                     Debentures,  and will be
                                                     subject to Regulation S
                                                     and the rules thereunder.
                                      (v)            Purchaser acknowledges that
                                                     the    purchase    of   the
                                                     Securities  Involves a high
                                                     degree of risk, is aware of
                                                     the   risks   and   further
                                                     acknowledges  that  it  can
                                                     bear the  economic  risk of
                                                     the  Securities,  including
                                                     the   total   loss  of  its
                                                     investment.

                                      (vi)           Purchaser understands that
                                                     the Securities are being
                                                     offered and sold to it in
                                                     reliance on an exemption
                                                     from the registration
                                                     requirements of the
                                                     Securities Act, and that
                                                     the Company is relying upon
                                                     the truth and accuracy of
                                                     the representations,
                                                     warranties, agreements,
                                                     acknowledgments and
                                                     understandings
                                                     of Purchaser set forth
                                                     herein in order to
                                                     determine the applicability
                                                     of such safe harbor and the
                                                     suitability of Purchaser
                                                     to acquire the Securities.
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                                      (vii)          Purchaser is purchasing the
                                                     Securities for its own
                                                     account or for the
                                                     account of beneficiaries
                                                     for whom Purchaser has full
                                                     investment discretion and
                                                     not with a view to, or for
                                                     sale in connection with,
                                                     any "distribution" (as
                                                     such term is used in
                                                     Section 2(11) of the
                                                     Securities Act) thereof.

                                       (viii)        In      evaluating      its
                            investment, Purchaser has

                                consulted its own

                             investment and/or legal

                              and/or tax advisors.

                                       (ix)          Purchaser is not an
                                                     underwriter or, or dealer
                                                     in, the Securities, and
                                                     Purchaser is not
                                                     participating, pursuant to
                                                     a contractual agreement, in
                                                     the distribution of the
                                                     Securities.

               b. Current Information. Purchaser acknowledges that Purchaser has
               been  furnished  with  or has  acquired  copies  of  all  request
               information  concerning  the Company,  including  the most recent
               financials of the Company.

                c. Independent  Investigation;  Access.  Purchaser  acknowledges
                that   Purchaser,   in  making  the  decision  to  purchase  the
                Subordinated   Debentures   subscribed   for,  has  relied  upon
                independent   investigations   made  by  it  and  its  purchaser
                representatives, if any, and Purchaser and such representatives,
                if any,  have prior to any sale to it, been given access and the
                opportunity  to examine all  material  contracts  and  documents
                relating to this  offering and an  opportunity  to ask questions
                of,  and to  receive  answers  from,  the  Company or any person
                acting on its behalf concerning the terms and conditions of this
                offering.

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Purchaser  and its  advisors,  if any,  have been  furnished  with access to all
publicly available materials relating to the business, finances and operation of
the Company and materials relating to the offer and sale of the Securities which
have been requested.  Purchaser and its advisors, if any, have received complete
and satisfactory answers to any such inquiries.

d. No  Government  Recommendation  or Approval.  Purchaser  understands  that no
federal or state agency has passed on or made any  recommendation or endorsement
of the Subordinated Debentures.

e.Entity  Purchasers.  If Purchaser is a partnership,  corporation or trust, the
person executing this Agreement on its behalf represents and warrants that:

(i)  He  or  she  made  due  inquiry  to  determine  the   truthfulness  of  the
     representations and warranties made pursuant to this Agreement.

(ii) He or she is duly  authorized (if the  undersigned is a trust, by the trust
     agreement)  to make this  investment  and to enter  into and  execute  this
     Agreement on behalf of such entity.

f.Non-Affiliate. Purchaser and any affiliate of Purchaser represent, warrant and
covenant that they are not an affiliate of the Company.

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3. Issuer Representations.

         a.Listed  Company  Status.  The  Company's  Common Stock is listed on
         the NASD  "Bulletin  Board"  Trading System.  and the Company has
         received no notice,  either oral or written,  with  respect to its
         continued eligibility for such listing.

            b.Terms of Subordinated  Debentures.  The terms of the  Subordinated
            Debentures  shall be as set  forth in the form of  "STRATCOMM  MEDIA
            LIMITED 14%  SUBORDINATED  DEBENTURE"  attached  hereto as Exhibit I
            (the "Debentures")

         c.Legality. The Company has the requisite corporate power and authority
         to enter  into  this  Agreement  and to  issue,  sell and  deliver  the
         Securities;  this Agreement and the issuance,  sale and delivery of the
         Securities hereunder and the transactions contemplated hereby have been
         duly and validly  authorized by all necessary  corporate  action by the
         Company;  this Agreement and the Securities  have been duly and validly
         executed and  delivered by and on behalf of the Company,  and are valid
         wand binding agreements of the company,

[GRAPHIC OMITTED][GRAPHIC OMITTED]
         enforceable  in  accordance  with  their  respective  terms,  except as
         enforceability   may  be  limited  by  general  equitable   principles,
         bankruptcy,   insolvency,   fraudulent   conveyance,    reorganization,
         moratorium,  or other laws affecting  creditors' rights generally.  The
         Subordinated  Debentures and the Common Stock issuable upon  conversion
         of the Subordinated  Debentures will not subject the holders thereof to
         personal liability by reason of being such holders.

           d.Proper  Organization.  The Company is a corporation duly organized,
validly  existing and in good  standing  under the laws of its  jurisdiction  of
incorporation   and  is  duly   qualified  as  a  foreign   corporation  in  all
jurisdictions  where the  failure to be so  qualified  would  have a  materially
adverse effect on its business, taken as whole.

e.No Legal Proceedings. There is no action, suit or proceeding before or by any
court or any governmental agency or body, domestic or foreign, now pending or to
the knowledge of the
                  Company, threatened,  against or affecting the Company, or any
                  of  its  properties  or  assets,  which  might  result  in any
                  material  adverse  change  in  the  condition   (financial  or
                  otherwise)  or in the earnings,  business  affairs or business
                  prospects  of the  Company,  or  which  might  materially  and
                  adversely  affect the properties or assets thereof,  except as
                  described in the Memorandum.

          f.Non-Default.  The Company, except as described in the Memorandum, is
         not in  default  in  the  performance  or  observance  of any  material
         obligation,   agreement,   covenant  or  condition   contained  in  any
         indenture,  mortgage,  deed of trust or other  material  instrument  or
         agreement  to which it is a party or by which it or its property may be
         bound.

         g.No Misleading Statements.  The Memorandum does not contain, and as of
         their  respective  dates,  none of the Company's other filings with the
         SEC,  contain any untrue  statement of a material fact or omit to state
         any material  fact  required to be stated  therein or necessary to make
         the statements  therein, in light of the circumstances under which they
         were made, not misleading.

<PAGE>

h. No Adverse Change. There has been no material adverse change in the financial
condition, earnings, business affairs or business prospects of the Company since
the date of the Company's offering memorandum,  dated January 13, 1999, which is
on file  at the  company's  offices,  and is  available  for  inspection  by any
prospective subscriber.

i. Absence of Non-Disclosed  Facts. There is no fact known to the Company (other
than general  economic  conditions  known to the public  generally) that has not
been  disclosed  in writing  to the  Purchaser  that:  (i) could  reasonably  be
expected  to have a  material  adverse  effect on the  condition  (financial  or
otherwise) or in the earnings, business affairs, business prospects,  properties
or assets of the Company; or (ii) could reasonably be expected to materially and
adversely affect the ability of the Company to perform its obligations  pursuant
to this Agreement and the Subordinated Debentures.

[GRAPHIC OMITTED][GRAPHIC OMITTED]
j.   Non-Contravention.  The  execution  and delivery of this  Agreement and the
     consummation  of  the  issuance  of the  Securities  and  the  transactions
     contemplated  by this Agreement do not and will not conflict with or result
     in a breach  by the  Company  of any of the  terms  or  provisions  of,  or
     constitute a default under the Articles of  Incorporation or by-laws of the
     Company,  or any  indenture,  mortgage,  deed of trust,  or other  material
     agreement  or  instrument  to which the Company is a part or by which it or
     any of its  properties  or assets are  bound,  or any  existing  applicable
     Federal  or State law,  rule,  or  regulation  or any  applicable  decrees,
     judgment  or  order  of  any  court,  Federal  or  State  regulatory  body,
     administrative   agency  or  other   domestic   governmental   body  having
     jurisdiction over the Company or any of its properties or assets.
4. Covenants of the Company.

   a.    For so long as any Subordinated  Debentures held by the Purchaser shall
         remain outstanding, the Company covenants and agrees with the Purchaser
         that it  will at all  times  fully  reserve  from  its  authorized  but
         unissued  shares of Common  Stock such  sufficient  number of shares of
         Common  Stock  to  permit  the  conversion  in full of the  outstanding
         Subordinated Debentures.

                                    b. The Company, as a part of the issuance of
                                    the  series of 14%  Subordinated  Debentures
                                    pursuant to this Offering,  shall enter into
                                    and keep in full  force and  effect,  for so
                                    long  as  an  obligation  pursuant  to  this
                                    Offering   remains   outstanding,   a  Trust
                                    Indenture  Agreement  ("Trust   Agreement"),
                                    thereby creating a security  interest in all
                                    property of the Company, subject only to any
                                    senior  indebtedness  as  set  forth  in the
                                    STRATCOMM  MEDIA  LIMITED  14%  SUBORDINATED
                                    DEBENTURE. As a term of the Trust Agreement,
                                    the Company shall file with

            all appropriate agencies,  evidence of the Trust Agreement,  thereby
            creating  a  perfected  security  interest  on behalf of  holders of
            securities issued pursuant to this Offering.

5.  Registration.  The  Purchaser  acknowledges  that  the  Company  is under no
obligation to register the Subordinated  Debentures or the Common Stock issuable
except as provided in the terms of the "STRATCOMM MEDIA LIMITED 14% SUBORDINATED
DEBENTURE" attached hereto as Exhibit I (the "Debentures").

[GRAPHIC OMITTED][GRAPHIC OMITTED]
6. Exemptiom Reliance on Regulation S. Rule 902. Purchaser  understands that the
offer and sale of the Subordinated  Debentures is not being registered under the
Securities  Act.  The  Company  is  relying on an  exemption  from  registration
provided by Regulation S, Rule 902 of the Securities Act.

7. Closing Date and Escrow Agent.  Closing shall be effected through delivery of
funds  to  the  Company  by the  Escrow  Agent,  and  delivery  of  certificates
evidencing  the  Subordinated  Debentures  to the Purchaser by the Escrow Agent.
Each of the  Company  and the  Purchaser  agrees  that the  Escrow  Agent has no
liability as a result of any fraudulent or unlawful  conduct of any other party,
and agrees to hold the Escrow Agent harmless.

<PAGE>

8.   Conditions to the Company's Obligation to Sell. Purchaser  understands that
     the Company's obligation to sell the Subordinated Debentures is conditioned
     upon:

a.   The receipt and acceptance by the Company of this Agreement, as evidence by
     execution of this  Agreement by the President or any Vice  President or the
     Chief Financial Officer of the Company; and

b.   Delivery to the Escrow Agent by Purchaser of goods funds as payment in full
     for the purchase of the Subordinated Debentures; and

c.    The accuracy as of the Closing Date of the  representations and warranties
      of the  Purchaser  contained in this  Agreement,  and  performance  by the
      Purchaser of all covenants and agreements of the Purchaser  required to be
      performed on or before the Closing Date.

9.  Conditions to Purchaser's  Obligation to Purchase.  The Company  understands
that  Purchaser's   obligation  to  purchase  the  Subordinated   Debentures  is
conditioned upon:

a.   Execution by Purchaser of this Agreement and the receipt of the Company's
     acceptance of this Agreement as provided in Paragraph 8(a) above; and

     b. Delivery of certificates  evidencing the Subordinated  Debentures to the
     Escrow  Agent,  as  heretofore  set  forth,  and by  the  Escrow  Agent  to
     Purchaser; and

     c. Acceptance by the Company of subscriptions  from the Purchaser and other
     subscribers of Subordinated Debentures; and

[GRAPHIC OMITTED][GRAPHIC OMITTED]
d. The  execution,  and filing by the  Company,  of Trust  Indenture  Agreement,
pursuant to Section 4 (b) of this  Agreement,  and the "STRATCOMM  MEDIA LIMITED
14% SUBORDINATED DEBENTURE"; and

e. The accuracy as of the Closing Date of the  representations and warranties of
the Company contained in this Agreement and the performance by the Company on or
before the Closing Date of all covenants and agreements of the Company  required
to be performed on or before the Closing Date.

10.  Governing Law. This Agreement  shall be governed by and construed under the
law of the State of Florida  without  regard to its choice of law  provision.  A
facsimile  transmission  of this signed  Agreement shall be legal and binding on
all parties hereto.

11.  Arbitration.   Subscriber  represents,  warrants  and  covenants  that  any
controversy  or claim  brought  directly,  derivatively  or in a  representative
capacity by him in his capacity as a present or

<PAGE>

former security holder,  whether against the Company, in the name of the Company
or  otherwise,  arising  out of or  relating  to any  acts or  omissions  of the
Company,  or any security  holder or any of their officers,  directors,  agents,
affiliates,  associates,  employees or controlling  persons  (including  without
limitation any  controversy or claim relating to a purchase or sale of the Note)
shall be settled by arbitration under the Federal  Arbitration Act in accordance
with the commercial  arbitration rules of the American  Arbitration  Association
(AAA) and judgment upon the award rendered by the  arbitrators may be entered in
any court having jurisdiction  thereof.  Any controversy or claim brought by the
Company  against the  Subscriber,  whether in his  capacity as present or former
security holder of the Company in or against any of the  Subscriber's  officers,
directors,  agents,  affiliates,  associates,  employees or controlling  persons
shall  also be settled  by  arbitration  under the  Federal  Arbitration  Act in
accordance  with  the  commercial  arbitration  rules  of the AAA  and  judgment
rendered  by the  arbitrators  may be entered in any court  having  jurisdiction
thereof.  In arbitration  proceedings under this Paragraph 11, the parties shall
be entitled to any and all  remedies  that would be  available in the absence of
this Paragraph 11 and the arbitrators, in rendering their decision, shall follow
the substantive laws that would otherwise be applicable.  This Paragraph 5 shall
apply,  without limitation,  to actions arising in connection with the offer and
sale of the Notes  contemplated  by this  Agreement  under any  Federal or state
securities laws.

11.2 The arbitration of any dispute  pursuant to this Paragraph 11 shall be held
in  Florida,  in the  county  where the  principal  business  of the  Company is
located.

11.3  Notwithstanding  the foregoing in order to preserve the status quo pending
the  resolution by  arbitration  of a claim  seeking  relief of an injunctive or
equitable nature, any party, upon submitting a matter to arbitration as required
by  this  Paragraph  5,  may  simultaneously  or  thereafter  seek  a  temporary
restraining   order  or  preliminary   injunction  from  a  court  of  competent
jurisdiction pending the outcome of the arbitration.

11.4 This  Paragraph  11 is intended to benefit the  security  holders,  agents,
affiliates,  associates,  employees and controlling persons of the Company, each
of whom shall be deemed to be a third party  beneficiary  of this  Paragraph 11,
and each of whom may  enforce  this  Paragraph  11 to the full  extent  that the
Company could do so if a controversy or claim were brought against it.

11.5  Subscriber  acknowledges  that  this  Paragraph  1 1 limits  a  number  of
Subscriber's  rights,  including without limitation (i) the right to have claims
resolved in a court of law and before a jury; (ii) certain discovery rights; and
(iii) the right to appeal any decision.

12. Survival of Representations. Warranties and Covenants. Each of the Company's
and  Purchaser's  representations,  warranties,  and covenants shall survive the
execution and delivery of this  Agreement  and the delivery of the  certificates
representing the Securities.

13. Successors and Assigns.  This Agreement shall inure to the benefit of and be
binding on the respective successors and assigns of the parties hereto.



<PAGE>

                                     SIGNATURE PAGE FOR INDIVIDUAL SUBSCRIBER

IN WITNESS WHEREOF. the undersigned represents that the foregoing statements are
true and that he, she, or they have executed this Subscription Agreement on this
        20 day of  JULY    ,1999.
    Pnnted Name Vermeersch Christiane       Signature   signed by C. Vermeersch
    Printed Name                            Signature

Accepted this 29th Day of July, 1999        Accepted by
                                            Stratcomm Media, LTD
                                            By: ________________________

<PAGE>

IN WITNESS  WHEREOF,  the undersigned  represents that foregoing  statements are
true and that he, she, or they have executed this Subscription Agreement on this

          20th day of July 1999.

    Pnnted Name Vermeersch Christiane       Signature   signed by C. Vermeersch
    Printed Name                            Signature

Accepted this 29th Day of July, 1999        Accepted by
                                            Stratcomm Media, LTD
                                            By: ___Robert E. Veitia, President_
                                            Signed by REV

Full name and Address of Purchasser for Registration Purposes

Vermeersch Christiane

Boulevard D'Avroy 7sE, 4000 Liege, Belgium
Tel:  32.4.223.7758
Fax:  32.4.224.00.02

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