Exhibit 10.14 consulting Agreement with TransGlobal Financial

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Exhibit 10.14 consulting Agreement with TransGlobal Financial

      Friday, November 06, 1 998 01:29:00 PM TransGlobal Financial Corporation
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                                               CONSULTING AGREEMENT


         THIS  AGREEMENT  ("Agreement")  is made and entered into this -- day of
         November.   1998  by  and  between  TransGlobal  Financial  Corporation
         ("TGF"),  a  Florida  corporation  having a place of  business  at 1800
         Century  Park East,  Suit.e 600.  Los  Angeles,  California  90067 and.
         Stratcomm Media Limited ("the Company"),  a Yukon,  Canada  corporation
         having a place of business at 1947 Lee Road, Winter Park, FL 32789.

                                                    WITNESSETH

                  WHEREAS, the Company desires to obtain business and financial
         advisory and services from TGF: and


                  WHEREAS, TGF desires to perform these services for the Company
         on terms and conditions as set forth herein:

                  NOW,  THEREFORE,  in consideration of the mutual covenants and
         agreements   hereinafter   set  forth  and  other  good  and   valuable
         consideration,   the  receipt  and  sufficiency  of  which  are  hereby
         acknowledged, the Company and TGF hereto agree as follows:

                  1. Engagement of TGF:  Subject to the terms of this Agreement.
         the Company does hereby  appoint and engage TGF as a consultant and TGF
         hereby  accepts  its  appointment  and  engagement  by the Company as a
         consultant  to the Company with  respect to the  services  specified in
         paragraph  2 of  this  Agreement  for the  compensation  set  forth  in
         paragraph 4 of this Agreement.

                  2.       Services:
(a) As mutually  determined from time to time by the parties hereto.  during the
term specified in paragraph 6 of this Agreement.  TGF shall undertake to consult
with and  advise  the  Company,  by  telephone  or in  person.  with  respect to
financial and business  matters,  including  but not limited to assistance  with
fund raising to implement its business  plans:  implementation  of the o Friday,
November 06, 1 998 01:29:00 PM TransGlobal Financial Corporation Page 2 of 11

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Company's efforts to review capitalization, pursue mergers. acquisitions or
divestitures and other transactions on a non-exclusive basis.


                     (b) TGF agrees to spend a reasonable  amount of time needed
            to accomplish its services under this Agreement. and to be available
            for telephone calls, meetings and other matters on as needed basis.

            3. Term: Except as otherwise  specified in Paragraph 4 hereof,  this
            Agreement  shall be effective for three (3) years from its execution
            by TGF and the Company,  and will automatically renew for a new Term
            unless  either party  notifies the other in writing 60 days prior to
            the expiration of the current Term.

            4.    Compensation:

                     (a) As full  consideration  for the services to be provided
            pursuant to  Paragraph 2 of this  Agreement  (and in addition to the
            expenses provided for in Paragraph 5 hereof),  the Company shall pay
            TOF the following fees:

                              i)      Retainer Fee - The Company hereby agrees
                                      to grant TGF. 500,000 warrants
                                      convertible into the Company's 500.000
                                      registered and free trading Common
                                      Shares according to the Warrant Agreement
                                      attached as Exhibit A to and made
                                      an integral part of this Agreement. The
                                      warrants will be exercisable at an
                                      exercise price of SO. 18 per share. In
                                      case of the merger of the Company
                                      with and into, the consolidation of the
                                      Company with. or the sale by the
                                      Company of all or substantially all of
                                      its assets to, another corporation
                                      (other than such a transaction wherein the
                                      shareholders of the Company retain or
                                      obtain a majority of the voting capital
                                      stock of the surviving, resulting or
                                      purchasing corporation). all of the
                                      Warrants shall become exercisable.

                              ii)     Transaction Fees -

1. For  financing  secured  on behalf of the  Company by or  through  TCIF.  the
Company  will pay cash fees at the closing of such in  financing an amount equal
to ten percent (1  0(degree)'~)  of any and all funds committed and available to
the Company.

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                                     2. In the  event  that TGF  represents  the
                                     Company   with   respect   to   a   merger.
                                     acquisition. investment, exchange, or other
                                     securities or assets of the Company  and/or
                                     a merger or acquisition candidate, then the
                                     Company  shall  pay TOF a  Transaction  Fee
                                     equal to 10% of the total  market  value on
                                     the  day of the  closing  of  stock,  cash,
                                     assets  and all  other  property  (real  or
                                     personal)  exchanged or received,  directly
                                     or  indirectly by the Company or any of its
                                     security  holders  in  connection  with any
                                     such transaction.

                                     3. In the event TGF  introduces the Company
                                     to a joint venture  partner or customer and
                                     sales   develop   as  a   result   of   the
                                     introduction.  the Company hereby agrees to
                                     pay a fee  often  percent  (10%) of the net
                                     sales revenue generated  directly from this
                                     introduction.   Net  sales  shall  be  cash
                                     receipts  less  any   applicable   refunds,
                                     returns,  allowances,  credits and shipping
                                     charges  and monies  paid by the Company by
                                     way of settlement or judgement  arising out
                                     of claims made by or threatened against the
                                     Company.  Commission payments shall be paid
                                     on the 15th day of each month following the
                                     receipt of customers' payment. In the event
                                     any adjustments are made to the total sales
                                     after the  commission  has been  paid.  the
                                     Company shall be entitled to an appropriate
                                     refund or credit  against  future  payments
                                     under this Agreement.

                                     4. All  financings  or  other  transactions
                                     shall be within the sole  discretion of the
                                     Company.



(b)  All  fees to be  paid  pursuant  to this  Agreement.  except  as  otherwise
specified,  are due and payable to TGF in cash at the closing or closings of any
transaction  specified in Paragraph 4 hereof . In the event that this  Agreement
shall not be renewed or if terminated for any reason,  notwithstanding  any such
non-renewal  or  termination.  TGF shall be  entitled  to a full fee as provided
under  Paragraphs 4 and 5 hereof,  for any transaction for which the discussions
were initiated during the term of this Agreement and which is consummated within
a period of 36 (thirty  six) months after  non-renewal  or  termination  of this
Agreement.

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                     (c ) The Company and TGF mutually  agree that the status of
            TGF is that of an independent  contractor operating at its own risk.
            TGF agrees that it is not and will not act.  represent,  describe or
            hold  itself  out in  any  way,  directly  or by  implication,  as a
            partner.  joint  venturer  or  agent  of the  Company  and  will not
            describe  itself as a  representative  for the Company,  except with
            respect  to the  performance  of the  services  as  contemplated  by
            paragraph 2 of this Agreement.

                     (d) The obligation of the Company to pay the Fees described
            in   subparagraph  3  of  this  Agreement   shall  be  absolute  and
            unconditional  as long  TGF  performs  its  obligations  under  this
            Agreement.  and shall be payable without offset.  deduction or claim
            of any kind or character.


                     (e) The Company  hereby  acknowledges  that TOF may receive
            additional  compensation  from  one or  more of  TGF's  subscribers,
            clients and sources for various services which may include, in part.
            services related to this Agreement.

         5. Expenses: In addition to the fees payable hereunder,  and regardless
         of whether any  transaction set forth in Paragraph 4 hereof is proposed
         or  consummated.  the  Company  shall  reimburse  TGF for all  fees and
         disbursements  of TGFs  counsel  and  TGF's  travel  and  out-of-pocket
         expenses  incurred in  connection  with the  services  performed by TGF
         pursuant to this Agreement.  including without limitation. hotels, food
         and associated expenses and long distance calls. The Company shall have
         the right to pre-approve any expenses under this paragraph.


         6. Liability of TGF:

                              The     Company acknowledges that all opinions and
                                      advice  (written  or oral) given by TGF to
                                      the  Company  in  connection   with  TGF's
                                      engagement  are  intended  solely  for the
                                      benefit   and  use  of  the   Company   in
                                      considering  the transaction to which they
                                      relate,  and the  Company  agrees  that no
                                      person or entity  other  than the  Company
                                      shall be  entitled  to make use of or rely
                                      upon  the   advice  of  TGF  to  be  given
                                      hereunder,  and no such  opinion or advice
                                      shall be used  for any  other  purpose  or
                                      reproduced.



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disseminated,  quoted  or  referred  to at any  time.  in any  manner or for any
purpose. nor may the Company make any public references to TGF. or use TGFs name
in any annual  reports or any other  reports or releases of the Company  without
TGF's prior written consent.

         7. TGF's Services to Others:  The Company  acknowledges that TGF or its
         affiliates  are in the  business of  providing  financial  services and
         consulting  advice  to  others.   Nothing  contained  herein  shall  be
         construed to limit or restrict TGF in  conducting  such  business  with
         respect to others, or in rendering such advice to others.

         8.       Company Information:


                              (a)     The Company  recognizes and confirms that,
                                      in advising the Company and in  fulfilling
                                      its engagement hereunder. TGF will use and
                                      rely   on   data.   material   and   other
                                      information   furnished   to  TGF  by  the
                                      Company.   The  Company  acknowledges  and
                                      agrees  that in  performing  its  services
                                      under  this  Agreement,  TGF may rely upon
                                      the data,  material and other  information
                                      supplied    by   the    Company    without
                                      independently   verifying   the  accuracy,
                                      completeness or veracity of same.


                              (b)     Except as contemplated by the terms hereof
                                      or as  required  by  applicable  law.  TGF
                                      shall  keep   confidential   all  material
                                      non-public  information  provided to it by
                                      the Company,  and shall not disclose  such
                                      information to any third paty,  other than
                                      such of its  employees and advisors as TGF
                                      determines to have a need to know.

                  9.       Indemnification:

(a) The  Company  shall  indemnify  and hold TGF  harmless  against  any and all
liabilities. claims, lawsuits, including any and all awards and/or judgements to
which it may become  subject under the  Securities  Act of 1933. as amended (the
"1933 Act"). the Securities  Exchange Act of 1934. as amended (the "Act") or any
other  federal  or state  statue,  at common law or  otherwise.  insofar as said
liabilities,  claims and lawsuits (including awards and/or judgements) arise out
of or are in connection with the services rendered b~ TGF or any transactions in
connection with this Agreement. except for any liabilities,  claims and lawsuits
(including awards and/or  judgements).  arising out of acts or omissions of TGF.
In addition, the Company shall also indemnify and hold TGF harmless against


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any and all costs and expenses. including reasonable counsel fees. incurred or
relating to the foregoing.


 TGF  shall  give the  Company  prompt  notice of any such  liability,  claim or
 lawsuit   which  TGF   contends  is  the  subject   matter  of  the   Company's
 indemnification  and the Company  thereupon  shall he granted the right to take
 any and all necessary  and proper  action,  at its sole cost and expense.  with
 respect to such  liability,  claim and lawsuit,  including the right to settle,
 compromise and dispose of such liability, claim or lawsuit, excepting therefrom
 any and all  proceedings  or  hearings  before  any  regulatory  bodies  and/or
 authorities.

 TGF  shall  indemnify  and  hold  the  Company  harmless  against  any  and all
 liabilities.   claims  and  lawsuits.  including  any  and  all  awards  and/or
 judgements  to which it may become  subject  under the 1933 Act, the Act or any
 other  federal or state  statue,  at common law or  otherwise,  insofar as said
 liabilities, claims and lawsuits (including awards and or judgements) arise out
 of or are based upon an untrue  statement  or  alleged  untrue  statement  of a
 material fact required to be stated or necessary to make the statement therein,
 not  misleading.  which  statement  or  omission  was  made  in  reliance  upon
 information  furnished  in  writing  to the  Company by or on behalf of TGF for
 inclusion in any  registration  statement  or  prospectus  or any  amendment or
 supplement  thereto in connection  with any transaction to which this Agreement
 applies.  In addition,  TGF shall also indemnify and hold harmless  against any
 and all costs and expenses.  including  reasonable  counsel  fees.  incurred or
 relating to the foregoing.

 The Company  shall give to TGF prompt  notice of any such  liability,  claim or
 lawsuit   which  the  Company   contends   is  the  subject   matter  of  TGF's
 indemnification  and TGF  thereupon  shall be granted the right to take any and
 all necessary and proper action, at its sole cost and expense.  with respect to
 such liability, claim and lawsuit, including the right to settle. compromise or
 dispose of such liability,  claim or lawsuit.  excepting  therefrom any and all
 proceedings or hearings before any regulatory bodies and/or authorities.

                              (b)     In order to provide for just and equitable
                                      contribution under the Act in any case in

                  which  (i) any person entitled to indemnification under this
                  section 9 makes claim for indemnification

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         pursuant  hereto  but it is  judicially  determined  (by the entry of a
         final judgement or decree by a court of competent  jurisdiction and the
         expiration of time to appeal or the denial of the last right of appeal)
         that  such  indemnification  ma  not  be  enforced  in  such  case  not
         withstanding the fact that this section 9 provides for  indemnification
         in such case, or (ii) contribution under the Act may be required on the
         part of any such person in circumstances for which  indemnification  is
         provided under this Section 9. then, and in each such case, the Company
         and TGF shall contribute to the aggregate  losses,  claims.  damages or
         liabilities to which they may be sub eat (after any  contribution  from
         others) in such  proportion  taking  into  consideration  the  relative
         benefits  received by each party from the  Transactions  in  connection
         with this  Agreement.  the partiest'  relative  knowledge and access to
         information  concerning  the matter with respect to which the claim was
         assessed,  the  opportunity  to correct and prevent  any  statement  or
         omission  and  other  equitable  considerations  appropriate  under the
         circumstances: provided, however, that notwithstanding the above, in no
         event shall TGF shall he required to contribute any amount in excess of
         the 10% of the  public  offering  price of any  securities  offered  in
         connection with this Agreement:  and provided,  that, in any such case.
         no person guilty of a fraudulent  misrepresentation (within the meaning
         of Section 11(f) of the Act) shall be entitled to contribution from any
         person who was not guilty of such fraudulent misrepresentation.

 Within  fifteen (15) days after receipt by any party to this  Agreement (or its
 representative)  of  notice  of  the  commencement  of  any  action,   suit  or
 proceeding.  such party will, if a claim for contribution in respect thereof is
 to be made  against  another  party  (the  "Contributing  Party"),  notify  the
 Contributing Party of the commencement  thereof,  but the omission so to notify
 the Contributing Party will not relieve it from any liability which it may have
 to any other  party  other than for  contribution  hereunder.  In case any such
 action.  suit or  proceeding  is  brought  against  any  party.  and such party
 notifies a Contributing  Party or his or its representative of the commencement
 thereof within the aforesaid fifteen (15) days. the Contributing  Party will be
 entitled  to  participate  therein  with  the  notifying  party  and any  other
 Contributing Party similarly notified. Any such Contributing Party shall not be
 liable to any party seeking  contribution  on account of any  settlement of any
 claim, action or proceeding effected by such party seeking contribution without
 the written consent of the Contributing Party. The  indemnification  provisions
 contained  in this action 9 are in addition  to any other  rights and  remedies
 which either party hereto may have with respect to the other or hereunder.

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                    10.  Covenants of the  Companv:  The Company  covenants  and
agrees that it will:

 (a) For the duration of this Agreement. furnish to TGF copies of such financial
 statements and other  periodic and special  reports as the Company from time to
 time  furnishes  generally to holders of any class of its  securities or to its
 directors  and officers.  and promptly  furnish TOF (i) a copy of each periodic
 report the Company shall be required to file with the  Securities  and Exchange
 Commission  ("Commission").  (ii) a copy of every  press  release and ever news
 item and article with respect to the Company or its affairs  which was released
 by the  Company.  and (iii) such  additional  documents  and  information  with
 respect to the Company or its affairs or any future subsidiaries of the Company
 as TGF may from time to time reasonably request.

 (b) Apply the net proceeds from any funding secured from sources  identified by
 TGF  according to the "Use of Proceeds"  that the Company shall be obligated to
 prepare  prior to any such  funding:  and provide to TGF any  periodic  reports
 requested  b~ TGF showing the actual  disbursements  of funds to monitor if the
 "Use of Proceeds" is complied with.

 (c)     Provide TGF. upon its request. at the Company's sole expense. with
 access to daily consolidated financial transfer sheets relating to the
 Company's securities.


 (d) Notify TGF of each meeting of the Board of Directors ("the Board") where an
 agenda item is  presented  that  affects the efforts of TGF as outlined in this
 Consulting Agreement. Paragraph 2~ subsection (a.) titled SERVICES. Under these
 circumstances.  TGF may send a representative  ("Representative")  to the Board
 meeting for the purposes of  facilitating  the  discussion  on specific  agenda
 item(s). The Representative shall be entitled to receive  reimbursement for all
 reasonable  costs incurred in attending  such  meetings.  TGF shall be notified
 fifteen (15) days in advance of such meeting.

                                           The Company  agrees to indemnify  and
                                      hold  TGF  harmless  against  any  and all
                                      claims,   actions,   damages,   costs  and
                                      expenses.  and  judgements  arising solely
                                      out of the attendance and participation of
                                      the  Representative  at any  such  meeting
                                      described  herein.  In the event  that the
                                      Company shall maintain

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                     a liability  insurance  policy  affording  coverage for the
              acts  of  its  officers  and  directors.   It  shall  include  the
              Representative as an insured under such policy, if possible.

                       11 Notices:  All notices.  demands and requests  required
              and permitted to be given under the  provisions of this  Agreement
              shall be deemed  duly given if and when  delivered  personally  or
              mailed by certified mail, postage prepaid, addressed as follows or
              to such other address as The Company or TGF may hereafter  specify
              in writing:

                       If to The Company:

                                  1947 Lee Road

                                Winter Park. FL 32789

                                Attention:    President

                       If to TGF:

                                TransGlobal Financial Corporation

                                1800 Century Park East. Suite 600

                              Los Angeles, CA 90067

                                Attention:    Mike M. Mustafoglu. President


                  12.      General:


                  (a)  This   Agreement   embodies  the  entire   agreement  and
         understanding  between the Company and TGF with  respect to the subject
         matter hereof and it is expressly agreed that any prior agreement is or
         understandings  between  The  Company  and TGF  relating to the subject
         matter of this  Agreement.  whether  oral or written,  are  canceled by
         execution of this Agreement

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                  (b)  This  Agreement   shall  be  construed  and  governed  in
         accordance with the laws of the State of Florida.

(c)                    This  Agreement  shall be  binding  upon and inure to the
                       benefit  of the  Company  and  TGF and  their  respective
                       successors  and  assigns.  Neither  party  shall have the
                       right to assign this contract.

[GRAPHIC OMITTED][GRAPHIC OMITTED]
                  day and
written.
By:
 Name:      Roberto E.

 Title:   President
Ve it ia

                                  IN WITNESS  WHEREOF,  The Company and TGF have
                         executed  this  Agreement  as of the day and year first
                         above written

                Stratcomm Media Limited
                By
                Name: Roberto E. Veitia
                Title:   President

                TransGlobal Financial Corporation:
       By:
                    Mike M. Mustafoglu
                       President

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