Exhibit 10.2  Stock Subscription Agreement with Andre Dumont

<PAGE>

EX-10.2

Stock Subscription Agreement with Andre Dumont

THE SECURITIES  SUBSCRIBED FOR BY THIS AGREEMENT ARE SUBJECT TO  RESTRICTIONS ON
TRANSFERABILITY  AND  RESALE  AND MAY NOT BE  TRANSFERRED  OR  RESOLD  EXCEPT AS
PERMIUED  UNDER THE 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.

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
WITHREGULATION  "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 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

                  The undersigned Purchaser

                     NAME:          Andre Dumont

<PAGE>

                             ADDRESS: 52 Chantefleur

                                        CH-1234 Vessy GE

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 $ 54,000.00.

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 #066009650
             For the Account of:     The Delaware Escrow Company
                                     Account #5111010982

                  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.

<PAGE>

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 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.

      (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.

<PAGE>

      (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.
         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.

 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.
<PAGE>

      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 ad  validly  executed  and
     delivered  by and on behalf  of the  Company,  and are  valid  and  binding
     agreements of the company,  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.

                  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.

<PAGE>

         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.

         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").  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.
<PAGE>

         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.

         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

         d.       The execution,  and filing by the Company,  of Trust Indenture
                  Agreement, Pursuant to Section 4(b) of this Agreement, and the
                  "STRATCOMM MEDLA 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.

<PAGE>

                  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
         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

         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 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.

<PAGE>

         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

                  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 22nd day of March, 1999.

Andre' Dumont                                Andre' Dumont (Signature)_______
Printed Name                                 Signature

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

Accepted this 5th day of April, 1999:

STRATCOMM MEDIA, LTD.

By:  Roberto E. Veitia (Signature)

          Title:  CEO - Stratcomm Media

                                       SIGNATURE PAGE FOR ENTITIES

              NAME: Andre' Dumont_______________________________________

              ADDRESS:  52 Chantefleur CH 1234 Vessy GE____________________

              TEL. NO.:   022 784 44 87_____________________________________

              FAX NO.:  022 784 45 87______________________________________

              CONTACT NAME:  _________________________________________




                  Delivery Instructions (if different from Registration Name):

   NAME: ___________________________________________________

   ADDRESS: ________________________________________________

   TEL. NO.: _________________________________________________
<PAGE>

   FAX NO.: _________________________________________________

   CONTACT NAME: _________________________________________

   SPECIAL

   INSTRUCTIONS: __________________________________________



Case posta!e 8 CH- 1234 Vessy

M. Andre' DUMONT: Please find enclosed the Subscription Agreement duly executed.
I wish to receive a copy of the Agreement and the investment memorandum
Tel: 022 784 44 87
        022 784 27 87
Fax: 022 784 45 87
Natel: 079 202 17 60

Case postale 8
CH-1234 Vessy

<PAGE>