Exhibit 10.5  Stock Subscription Agreement with Concorde Bank, LTD
<PAGE>

                              CONCORDE BANK LIMITED

Ex 10.5  Stock Subscription Agreement with Concorde Bank, Ltd

The Corporate Centre
Bush Hill, Bay Street
Bridgetown, Barbados, W.I.

Telephone: (246) 480-4320
Fax: (246) 429-7996
Telex: (0392) 2255 ERNSTYOUNG WB

<PAGE>

                            TELEFAX TRANSMITTAL SHEET

TO:               Stratcomm Media

ATTN:             Paul Serluco

FAX NO.:          1-407-628-0807

NO. OF PAGES:      COVER + 12

SUBJECT:          Subscription Agreement

FROM:             A. Marina Corbin          DATE:    March 23,1999


PLEASE CALL (246) 430-5320 IMMEDIATELY IF ANY PAGES ARE
NOT RECEIVED.

MESSAGE:

Please see following  Subscription  Agreement duly completed.  We confirm having
today transferred USD 50,000 as requested.

Should you require any further  information,  please do not  hesitate to contact
ourselves.

Regards

A. Marina Corbin /s/

A.       Marina Corbin
Manager

THE SECURITIES  SUBSCRIBED  FOR.BY THIS AGREEMENT ARE SUBJECT TO RESTRICTIONS ON
TRANSFERABILITY  AND  RESALE  AND MAY NOT BE  TRANSFERRED  OR  RESOLD  EXCEPT AS
PERMITTED  UNDER TILE SECURITIES ACT OF 1993, AS AMENDED,  AND APPLICABLE  STATE
SECURITIES  LAWS.  PURSUANT TO  REGISTRATION OR EXEMPTION  THEREFROM.  INVESTORS
SHOULD BE AWARE THAT THEY MAY BE  REQUIRED TO BEAR THE  FINANCIAL  RISKS OF THIS
INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.

<PAGE>

THE SECURITIES  SUBSCRIBED FOR BY THIS AGREEMENT HAVE NOT BEEN REGISTERED  UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF CERTAIN STATES
AND  ARE  BEING  OFFERED  AND  SOLD  IN  RELIANCE  ON  THE  EXEMPTION  FROM  THE
REGISTRATION PROVIDED IN REGULATION "S" OF SAID ACT AND SUCH LAWS. IN ACCORDANCE
WITH 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 Shareed 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 tents 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.)

<PAGE>

          The undersigned Purchaser

          NAME:   CONCORDE BANK LIMITED


         ADDRESS:           P.O. Box 1161, The Corporate Centre
                            Bush Hi11, Bay Street, St. Michae1, Barbados, W.I.

          if applicable, a (Corporate] [xxxxx] [xxxx] organized under the laws
of Barbados ,  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 $ 50,000.00.

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: Northern Trust Bank
                  301 Yamato Road

                  Boca Raton, Florida 33431
                  ABA #0660O9650
                  For the Account of:   The Delaware Escrow Company
                                        Account #5111010982
<PAGE>

                  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    5,   Rule   902.
                                    Additionally, the underlying 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

(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.
<PAGE>

(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.

(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 fort 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  act  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  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  sate 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 fedoral or state agency has passed on or made any
recommendaLion or endorsement of the Subordinated Debentures4

         e.       Entity Purchasers. It Purchaser is a partnership,  corporation
                  or trust,  the person  executing  this Agreement on its behalf
                  represents and warrarns that:
<PAGE>

         (1)                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.

         t        Non~Affr11ate.  Purchaser and any affiliate of Purchaser
                  represent,  warrant and covenant that they arc not an.
                  affiliate of the Company
 3'      lj~cr Representations.

         a.       Listed Company Stows.  The Company's Common Stock is listed on
                  the NASO b&sultetin 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 rorm of
         "STRATCO?vfM 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 ad  validly  executed  and
                  delivered by and on behalf of the  Company,  and are valid and
                  binding agreements ot' the company,  enfotceable 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  at  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 arty  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  4ondition
         (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.
<PAGE>

                   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.

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.

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.
<PAGE>

         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 tong 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,        Regjstration.  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").

          6.   Exemption;   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. C1osing 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.

          8.   Condition  to  the  Company's   Obligation  to  Sel1,   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. <PAGE>

          9.  Conditions  to  Purchase  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

          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% SUBORDINA TED 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 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

<PAGE>

         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 titles 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  art  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

          11.4 This  Paragraph 11 is intended to benefit the  security  holders,
agents,  affiliates,  associates,  employees  and  controlling  persons  of  the
Company,  each of when 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 11 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.

                                       SIGNATURE PAGE FOR INDIVIDUAL SUBSCRIBER
<PAGE>

         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 _____ day of ___________,
                  1999.

----------------------------                -------------------------------
Printed Name                                Signature

----------------------------                -------------------------------
Printed Name                                Signature

Accepted this _____ day of____________, 1999:

STRATCOMM MEDIA, LTD.

By:.____________________________

Title: ___________________________  _________________
                                  SIGNATURE PAGE FOR ENTITIES
[GRAPHIC OMITTED][GRAPHIC OMITTED]
1999;

                                        1

<PAGE>

         IN                 WITNESS WHEREOF, the undersigned represents that the
                            foregoing statements are true and that it has caused
                            this  Subscription  Agreement to be duly executed on
                            its behalf on this 22nd day of March, 1999.

                  CONCORDE BANK LIMITED
                           Printed Name of Subscriber

                           by: ______________________
                     (Signature of Authorized Person)

                            A. Marina Corbin, Manager

                                                  (Printed Name and Title)









Title:  Chief Financial Officer

                   Full Name and Address of Purchaser for Registration Purposes:


                                        2

<PAGE>

NAME:                  CONCORDE BANK LIMITED_________________________________



ADDRESS:         P.O. Box 1161, The Corporate Centre, Bush Hill, Bay Street,
                 St. Michael,___
                 Barbados, W.I.
TEL.:            (246) 430-5320______________________________________________
FAX:              (246) 429-7996_____________________________________________

CONTACT NAME:       A.Marina Corbin__________________________________________






          Delivery Instructions (if different from Registration Name):

         NAME: ____________________________________________________________


         ADDRESS: _________________________________________________________

         TEL.NO.:  ________________________________________________________

         FAX NO.: _________________________________________________________


         CONTACT NAME: ____________________________________________________


          S PECIAL

INSTRUCTIONS:______________________________________________________________

                                        3

<PAGE>