Exhibit 10.20  Line of Credit Agreement with BankFIRST
<PAGE>

STRATCOMM MEDIA U.S.A., INC.  BANKFIRST
1947 LEE ROAD                 1031 WEST MORSE BLVD STE 150 Line of Credit No
WINTER PARK, EL 32789         WINTER PARK, FL  32789       Date:OCTOBER 28,1998
                                                           Max credit amt.
                                                            $450,000.00
      BORROWER'S NAME AND ADDRESS LENDER'S NAME AND ADDRESS Loan Ref #. You have
extended to me a line of credit in the AMOUNT of FOUR HUNDRED FITY  THOUSAND AND
NO/100____________________________$ 450,000.00 .

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

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

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

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

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

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

2. PROMISSORY NOTE: I will repay any advances made according to this line of
credit agreement as set out in the promissory note, I signed on________
                     OCTOBER  28,  1998___________,  or any  note(s) I sign at a
                  later time which represent advances under this agreement.  The
                  note(s)  set(s) out the terms  relating to maturity,  interest
                  rate,  repayment and advances.  If indicated on the promissory
                  note, the advances will be made as follows  _______SUBJECT  TO
                  ANNUAL FINANCIAL REVIEW AND PER CUSTOMER

REQUEST____
 ----------------------------------------------------------------------------
3. RELATED DOCUMENTS: I have signed the following documents in connection with
this line of credit and note(s) entered into accordance with this line
of credit:
                  [X] security  agreement  dated OCTOBER 28, 1998 [X] ASSIGNMENT
                  OF           ACCOUNT           [          ]           mortgage
                  dated______________________________________   [X]  DOCUMENTARY
                  STAMP           LETTER          [          ]          guaranty
                  dated_______________________________________        [        ]
                  -------------------------------

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

5. COSTS AND FEES: If you hire an attorney to enforce this agreement I'll pay
your reasonable attorney's fees, where permitted by law. I will also pay your
court costs and costs of collection, where permitted by law.
6.  COVENANTS:  For A long as this line of credit is in effect or I owe You
money for advances made in  accordance  with the line of credit, I will do the
following:
a.       maintain books and records of my operations relating to the need for
this line of credit;
b.       permit you or any of your representative to inspect and/or copy these
records

c.       provide to you any documentation requested by you which support the
reason for making any advance under the line of this credit;
d.       permit you to make any advance payable to the seller(or seller and me)
of any items being purchased with that advance;
e.       ______________________________________________________________________
         ----------------------------------------------------------------------

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

                                           PAUL SERLUCO, CHIEF FINAN OFFICER




<PAGE>

STRATCOMM MEDIA USA, INC.
1947 LEE ROAD                 BANKFIRST                       Loan Number____
WINTER PARK, FL  32789        1031 WEST MORSE BLVD SUITE 150  Date OCT. 28, 1998
                              WINTER PARK, FL  32789          Mat. Due ON DEMAND
BORROWERS NAME AND ADDRESS    LENDER'S NAME AND ADDRESS       Loan Amount
                                                                     $450,000.00

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

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

a.      Amount given directly to me         $   149,475.00
b.     Amount paid on my account (#_____________)             $  300,000.000
c.       To lender amounts paid to others on my behalf        $
d.       To property insurance company      $
e.       To credit line insurance company   $
f.       To disability insurance company    $
g.       To public officials                $
h.       DOCUMENTARY STAMP TAX              $  525.00
i.
j.
k.
l.
m.
n.
o.
p.
q.

Comments                     STRATCOMM MEDIA USA, INC

                             By:
                                  JOESPH H LANDIS, CHIEF EXEC
OFFICER

                             By:
Loan officer:                     PAUL SERLUCO, CHIEF FINAN OFFICER



<PAGE>

                                 SECURITY

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

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

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

(a) payment for goods and other property sold or leased or for service rendered,
whether or not I have  earned  such  payment by  performance;  and (b) rights to
payment  arising out of all present and future debt  instruments,  chattel paper
and loans and obligations recievable.

         The above  include  any  rights and  interests(including  all liens and
         security  interet)  which I may have by law or  agreement  against  any
         acount debtor or obligor of mine.

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

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

[X] The  secured  property  includes,  but is not  limited  by,  the  following:
BANKFIRST  CD  #0300007576  IN THE  AMOUNT OF  $200,000.00  DATED  11/07/97  AND
BANKFIRST CD #0300007559 IN THE AMOUNT OF $100,000.00 DATED 10/10/97,  BANKFIRST
CD #30007572 IN THE AMOUNT OF  $100,000.00  AND  BANKFIRST CD  #300007524 IN THE
AMOUNT OF $50,000.00. ALL IN THE NAME OF STRATCOMM MEDIA USA, INC.

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

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

                    ADDITIONAL TERMS OF THE SECURITY AGREEMENT


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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Date

Signed _________________________________________________





<PAGE>

                          ADDITIONAL TERMS OF THE NOTE

DEFINITIONS  - As used on page 1, "[X]" means the terms that apply to this loan.
"l," *me" or "my" means each  Borrower who signs this note and each other person
or legal entity (including  guarantors,  endorsers,  and sureties) who agrees to
pay this note (together  referred to as "us").  "You" or "your" means the Lander
and its successors and assigns. APPLICABLE LAW - The law of the state of Florida
will  govern this  agreement.  Any term of this  agreement  which is contrary to
applicable law will not be effective, unless the law permits you and me to agree
to such a  variation.  It any  provision  of this  agreement  cannot be enforced
according  to its terms,  this fact will not affect  the  enforceability  of the
remainder of this  agreement.  No  modification  of this  agreement  may be made
without your express written consent. Time is of the essence in this agreement.

PAYMENTS - Each  payment I make on this note will first  reduce the amount I owe
you for charges which are neither interest nor principal.  The remainder of each
payment will then reduce accrued unpaid interest, and then unpaid principal.  If
you and I agree to a different  application  of payments,  we will  describe our
agreement  on this note.  I may prepay a part of, or the entire  balance of this
loan  without  penalty,  unless we specify  to the  contrary  on this note.  Any
partial  prepayment will not excuse or reduce any later scheduled  payment until
this note is paid in full (unless,  when I make the prepayment,  you and I agree
in writing to the contrary).

INTEREST - Interest accrues on the principal remaining unpaid from time to time,
until paid in full.  If I receive the  principal in more than one advance,  each
advance  will  start to earn  interest  only when I  receive  the  advance.  The
interest  rate in effect on this note at any given time will apply to the entire
principal  sum  outstanding  at  that  time.  Notwithstanding  anything  to  the
contrary,  I do not agree to pay and you do not  intend  to  charge  any rate of
interest that is higher than the maximum rate of interest you could charge under
applicable  law for the  extension  of  credit  that is  agreed  to in this note
(either before or after maturity). If any notice of interest accrual is sent and
is in error,  we mutually agree to correct it, and it you actually  collect more
interest than allowed by law and this agreement, you agree to refund it to me.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

STRATCOMM MEDIA USA, INC._______________________________________________

JOESPH H LANDIS, CHIEF EXEC OFFICER_____________________________________

PAUL SERLUCO, CHIEF FINAN OFFICER_______________________________________

Signature for lender:  ANNE K FRAY, EXECUTIVE VISE PRESIDNET____________


<PAGE>

      CORPORATE AUTHORIZATION RESOLUTION

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

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

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

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

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

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

      Indicate A, B, C and/or D

      A            B  (1)Exercise  all of the all of the  powers  listed  in (2)
                   through (6).

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

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

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

IMPRINT                                              APRIL 23, 1998
SEAL
HERE

                                               JOESPH H LANDIS

                                               LEN ARNOFF


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                            DOCUMENTARY STAMP LETTER

BankFIRST
15119 US HWY 441
EUSTIS, FL 32726





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

Gentlemen:

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

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

ACKNOWLEDGED:

Stratconm Media U.S.A., Inc.


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

By                                                                     (SEAL)
      Paul Serluco
      Chief Financial Officer

Date:


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