<PAGE>   1

                                                                    EXHIBIT 10.3
Stock Purchase Warrant


NEITHER THIS WARRANT NOR THE SHARES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT")
OR ANY OTHER APPLICABLE SECURITIES LAWS IN RELIANCE UPON AN EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH OTHER SECURITIES LAWS.
NEITHER THIS WARRANT NOR THE SHARES ISSUABLE UPON EXERCISE HEREOF MAY BE SOLD,
PLEDGED, TRANSFERRED, ENCUMBERED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR IN A TRANSACTION
WHICH IS EXEMPT FROM REGISTRATION UNDER THE PROVISIONS OF THE SECURITIES ACT.



                             STOCK PURCHASE WARRANT

                 To Purchase 1,059,322 Shares of Common Stock of

                               MEDIAX CORPORATION

               THIS CERTIFIES that, for value received, CTI II Limited (the
"Holder") is entitled, upon the terms and subject to the conditions hereinafter
set forth, at any time on or before the earlier of (i) December 6, 2005 or (ii)
30 days immediately following the period of time during which the bid price of
the Company's Common Stock (as quoted on the Principal Market) for twenty (20)
consecutive days is above $5.00 per share (as adjusted for stock splits,
reorganizations and the like) provided that the Holder receives a written notice
from the Company specifying that the Warrant will terminate thirty (30) days
from Holder's receipt of such notice, and further provided that, the Warrant
Shares are freely tradable on the Principal Market and the Holder could sell all
of the Warrant Shares in one transaction on the Principal Market for more than
$5.00 (the "Termination Date"), to subscribe for and purchase from MediaX
Corporation, a Nevada corporation (the "Company"), up to 1,059,322 shares (the
"Warrant Shares") of Common Stock, $0.0001 par value, of the Company (the
"Common Stock"). The purchase price of one share of Common Stock (such price and
such other price as shall result, from time to time, from the adjustments
specified herein referred to as the "Exercise Price") under this Warrant shall
be $0.472. Capitalized terms used herein and not otherwise defined herein shall
have the meanings ascribed to them in the Securities Purchase Agreement, dated
as of December 6, 2000, by and between the Holder and the Company (the
"Securities Purchase Agreement").

        1. Registration. Any restrictions or legends limiting the offer, sale,
or other disposition of this Warrant, or the Common Stock to be issued upon
exercise of this Warrant, shall be promptly removed by the Company at such time
as the restrictions on the transfer of the applicable security shall have
terminated due to registration of the Warrant Shares, pursuant to that certain
Registration Rights Agreement dated December 6, 2000, by

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and between the Holder and the Company (the "Registration Rights Agreement").
The Company shall, in accordance with its obligations under the Registration
Rights Agreement and the Securities Purchase Agreement, shall file to register
the Warrant Shares within thirty (30) days from the date set forth on the
signature page of this Warrant. Upon the Registration of the Warrant Shares
being declared effective by the SEC, the Company shall reissue the Warrant and
any Common Stock certificates received upon exercise of the Warrant or any
portion thereof, as applicable, removing any restrictive terms or legends.

        2. Title to Warrant. Prior to and including the Termination Date and
subject to compliance with applicable laws, this Warrant and all rights
hereunder are freely transferable, in whole or in part, at the office or agency
of the Company by Holder hereof in person or by duly authorized attorney, upon
surrender of this Warrant together with the Assignment Form annexed hereto
properly endorsed.

        3. Exercise of Warrant. Except as provided herein, exercise of the
purchase rights represented by this Warrant may be made at any time or times on
or before the close of business on the Termination Date. Exercise of this
Warrant or any part hereof shall be effected by (i) the surrender of this
Warrant and the Notice of Exercise Form annexed hereto duly executed, at the
office of the Company (or such other office or agency of the Company as it may
designate by notice in writing to the registered Holder hereof at the address of
such Holder appearing on the books of the Company) and (ii) payment of the
Exercise Price of the shares thereby purchased by wire transfer or cashier's
check drawn on a United States bank. Upon exercise of this Warrant, the holder
of this Warrant shall be entitled to receive a certificate for the number of
shares of Common Stock so purchased. Certificates for shares purchased hereunder
shall be delivered to the holder hereof within three (3) Trading Days after the
date on which this Warrant shall have been exercised as aforesaid. This Warrant
shall be deemed to have been exercised and such certificate or certificates
shall be deemed to have been issued, and Holder or any other person so
designated to be named therein shall be deemed to have become a holder of record
of such shares for all purposes, as of the date the Warrant has been exercised
by payment to the Company of the Exercise Price.

        4. [RESERVED]

        5. Partial Exercise. If this Warrant shall have been exercised in part,
the Company shall, at the time of delivery of the certificate or certificates
representing Warrant Shares, deliver to Holder a new warrant evidencing the
rights of Holder to purchase the unpurchased shares of Common Stock called for
by this Warrant, which new Warrant shall in all other respects be identical with
this Warrant.

        6. Automatic Exercise.

               (a) If on the last day of the term of this Warrant, the exercise
price of the Warrant is less than the current fair market value of the Company's
Common Stock (as quoted on the OTCBB), the Warrant shall be automatically
converted by means of a "cashless exercise" in which the holder shall be
entitled to receive a certificate for the appropriate number of shares as
determined in accordance Section 6(b) below.


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               (b) If this Warrant is automatically exercised pursuant to
Section 6(a) above, the holder of this Warrant will automatically receive shares
equal to the value of this Warrant (or the portion thereof being canceled) by
surrender of this Warrant at the principal office of the Company together with
notice of such election, in which event the Company shall issue to the holder
hereof a number of shares of Common Stock computed using the following formula:


                                  Y (A - B)
                             X =  ---------
                                      A

Where:

                X -- The number of shares of Common Stock to be issued to
                     the holder of this Warrant.

                Y -- The number of shares of Common Stock purchasable
                     under this Warrant.

                A -- The fair market value of one share of the Company's
                     Common Stock.

                B -- The Exercise Price (as adjusted to the date of such
                     calculations).

For purposes of this Section 6(b), the fair market value of Common Stock shall
mean the average of the closing bid and asked prices of the Common Stock quoted
in the over-the-counter market in which the Common Stock is traded or the
closing price quoted on any exchange on which the Common Stock is listed,
whichever is applicable, as published in the Western Edition of The Wall Street
Journal for the ten (10) trading days prior to the date of determination of fair
market value (or such shorter period of time during which such stock was traded
over-the-counter or on such exchange). If the Common Stock is not traded on the
over-the-counter market or on an exchange, the fair market value shall be the
price per share that the Company could obtain from a willing buyer for shares of
registered Common Stock, as appropriate, sold by the Company from authorized but
unissued shares, as such prices shall be determined in good faith by the
Company's Board of Directors. Notwithstanding the foregoing, if this Warrant is
being exercised pursuant to this Section 6(b) in connection with the acquisition
of the Company such that immediately after such transaction (or series of
related transactions) the shareholders of the Company immediately prior to such
transaction(s) own less than 50% of the surviving entity, the fair market value
shall be the price at which shares are being purchased in such transaction(s)
and such exercise shall be conditioned on the closing of such transaction(s).

        7. No Fractional Shares or Scrip. No fractional shares or scrip
representing fractional shares shall be issued upon the exercise of this
Warrant. As to any fraction of a share which Holder would otherwise be entitled
to purchase upon such exercise, the Company shall pay a cash adjustment in
respect of such final fraction in an amount equal to the Exercise Price.

        8. Charges, Taxes and Expenses. Issuance of certificates for shares of
Common Stock upon the exercise of this Warrant shall be made without charge to
the holder hereof for any issue or transfer tax or other incidental expense in
respect of the issuance of such certificate, all of which taxes and expenses
shall be paid by the Company, and such certificates shall be issued in the name
of the holder of this Warrant or in such name or names as may be directed by the
holder of this Warrant.

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        9. Closing of Books. The Company will not close its shareholder books or
records in any manner which prevents the timely exercise of this Warrant.

        10. Transfer, Division and Combination.

               (a) Subject to compliance with any applicable securities laws,
transfer of this Warrant and all rights hereunder, in whole or in part, shall be
registered on the books of the Company to be maintained for such purpose, upon
surrender of this Warrant at the principal office of the Company, together with
a written assignment of this Warrant substantially in the form attached hereto
duly executed by the holder of this Warrant or its agent or attorney and funds
sufficient to pay any transfer taxes payable upon the making of such transfer.
Upon such surrender and, if required, such payment, the Company shall execute
and deliver a new Warrant or Warrants in the name of the assignee or assignees
and in the denomination or denominations specified in such instrument of
assignment, and shall issue to the assignor a new Warrant evidencing the portion
of this Warrant not so assigned, and this Warrant shall promptly be cancelled.
The Warrant, if properly assigned, may be exercised by a new holder for the
purchase of shares of Common Stock without having a new Warrant issued.

               (b) This Warrant may be divided or combined with other Warrants
upon presentation hereof at the aforesaid office of the Company, together with a
written notice specifying the names and denominations in which new Warrants are
to be issued, signed by the holder or its agent or attorney. Subject to
compliance with this Section 10, as to any transfer which may be involved in
such division or combination, the Company shall execute and deliver a new
Warrant or Warrants in exchange for the Warrant or Warrants to be divided or
combined in accordance with such notice.

               (c) The Company shall prepare, issue and deliver at its own
expense (other than transfer taxes) the new Warrant or Warrants under this
Section 10.

               (d) The Company agrees to maintain, at its aforesaid office,
books for the registration and the registration of transfer of the Warrants.

        11. No Rights as Shareholder Until Exercise. This Warrant does not
entitle the holder hereof to any voting rights or other rights as a shareholder
of the Company prior to the exercise hereof. Upon the surrender of this Warrant
and the payment of the aggregate Exercise Price, the Warrant Shares so purchased
shall be and be deemed to be issued to such holder as the record owner of such
shares as of the close of business on the later of the date of such surrender or
payment.

        12. Loss, Theft, Destruction or Mutilation of Warrant. The Company
covenants that upon receipt by the Company of evidence reasonably satisfactory
to it of the loss, theft, destruction or mutilation of this Warrant or any stock
certificate relating to the Warrant Shares, and in case of loss, theft or
destruction, of indemnity or security reasonably satisfactory to it (which shall
not include the posting of any bond), and upon surrender and cancellation of
such Warrant or stock certificate, if mutilated, the Company will make and


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deliver a new Warrant or stock certificate of like tenor and dated as of such
cancellation, in lieu of such Warrant or stock certificate.

        13. Saturdays, Sundays, Holidays, etc. If the last or appointed day for
the taking of any action or the expiration of any right required or granted
herein shall be a Saturday, Sunday or a legal holiday, then such action may be
taken or such right may be exercised on the next succeeding day not a Saturday,
Sunday or legal holiday.

        14. Adjustments of Exercise Price and Number of Warrant Shares. The
number and kind of securities purchasable upon the exercise of this Warrant and
the Exercise Price shall be subject to adjustment from time to time upon the
occurrence of certain events, as follows:

               (a) Reclassification; Merger. In case of any reclassification,
capital reorganization or change of securities of the class issuable upon
exercise of this Warrant (other than a change in par value, or from par value to
no par value, or as a result of a subdivision or combination), the Company shall
duly execute and deliver to the holder of this Warrant a new Warrant (in form
and substance satisfactory to the holder of this Warrant), so that the holder of
this Warrant shall have the right to receive, at a total purchase price not to
exceed that payable upon the exercise of the unexercised portion of this
Warrant, and in lieu of the shares of the Common Stock theretofore issuable upon
exercise of this Warrant, the kind and amount of shares of stock, other
securities, money and property receivable upon such reclassification, capital
reorganization or change by a holder of the number of shares of Common Stock
then purchasable under this Warrant. Such new Warrant shall provide for
adjustments that shall be as nearly equivalent as may be practicable to the
adjustments provided for in this Section 14. The Company shall provide the
holder of this Warrant with at least thirty (30) days' prior written notice of
the terms and conditions of any potential (i) sale, lease, exchange, conveyance
or other disposition of all or substantially all of the Company's property or
business, or (ii) its merger into or consolidation with any other corporation
(other than a wholly-owned subsidiary of the Company), or any transaction
(including a merger or other reorganization) or series of related transactions,
in which the holders of the outstanding voting securities of the Company then
hold less than 50% of the voting securities of the acquiring corporation.

               (b) Subdivision or Combination of Shares. If the Company at any
time while this Warrant remains outstanding and unexpired shall subdivide or
combine its outstanding shares of Common Stock, the Exercise Price shall be
proportionately decreased in the case of a subdivision or increased in the case
of a combination, effective at the close of business on the date the subdivision
or combination becomes effective.

               (c) Stock Dividends and Other Distributions. If the Company at
any time while this Warrant is outstanding and unexpired shall (i) pay a
dividend with respect to the Common Stock payable in Common Stock, or (ii) make
any other distribution with respect to Common Stock (except any distribution
specifically provided for in Sections 14(a) and 14(b)), of Common Stock, then
the Exercise Price shall be adjusted, from and after the date of determination
of shareholders entitled to receive such dividend or distribution, to that price
determined by multiplying the Exercise Price in effect immediately prior to such
date

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of determination by a fraction (i) the numerator of which shall be the total
number of shares of Common Stock outstanding immediately prior to such dividend
or distribution, and (ii) the denominator of which shall be the total number of
shares of Common Stock outstanding immediately after such dividend or
distribution.

        (d) Adjustment of Number of Shares. Upon each adjustment in the Exercise
Price, the number of Shares of Common Stock purchasable hereunder shall be
adjusted, to the nearest whole share, to the product obtained by multiplying the
number of Shares purchasable immediately prior to such adjustment in the
Exercise Price by a fraction, the numerator of which shall be the Exercise Price
immediately prior to such adjustment and the denominator of which shall be the
Exercise Price immediately thereafter.

        (e) Antidilution Rights. The other antidilution rights applicable to the
Common Stock purchasable hereunder are the same as those applicable to the
Series A Convertible Preferred Stock, as set forth in the Company's Articles of
Incorporation, as amended through the date of this grant, including by the
Company's Certificate of Designation (the "Charter"). Such antidilution rights
shall not be restated, amended, modified or waived in any manner that is adverse
to the holder hereof without such holder's prior written consent. The Company
shall promptly provide the holder hereof with any restatement, amendment,
modification or waiver of the Charter promptly after the same has been made.

        15. Voluntary Adjustment by the Company. The Company may at any time
during the term of this Warrant, reduce the then current Exercise Price to any
amount and for any period of time deemed appropriate by the Board of Directors
of the Company.

        16. Notice of Adjustments. Whenever the Exercise Price or the number of
Shares purchasable hereunder shall be adjusted pursuant to Section 14 hereof,
the Company shall make a certificate signed by its chief financial officer
setting forth, in reasonable detail, the event requiring the adjustment, the
amount of the adjustment, the method by which such adjustment was calculated,
and the Exercise Price and the number of Shares purchasable hereunder after
giving effect to such adjustment, and shall cause copies of such certificate to
be mailed (by first class mail, postage prepaid) to the Holder of this Warrant.

        17. Notice of Corporate Action. If at any time:

               (a) the Company shall take a record of the holders of its Common
Stock for the purpose of entitling them to receive a dividend or other
distribution, or any right to subscribe for or purchase any evidences of its
indebtedness, any shares of stock of any class or any other securities or
property, or to receive any other right, or

               (b) there shall be any capital reorganization of the Company, any
reclassification or recapitalization of the capital stock of the Company or any
consolidation or merger of the Company with, or any sale, transfer or other
disposition of all or substantially all the property, assets or business of the
Company to, another corporation or,

               (c) there shall be a voluntary or involuntary dissolution,
liquidation or winding up of the Company; then, in any one or more of such
cases, the Company shall give to Holder (i) at least 30 days' prior written
notice of the date on which a record date shall be

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selected for such dividend, distribution or right or for determining rights to
vote in respect of any such reorganization, reclassification, merger,
consolidation, sale, transfer, disposition, liquidation or winding up, and (ii)
in the case of any such reorganization, reclassification, merger, consolidation,
sale, transfer, disposition, dissolution, liquidation or winding up, at least 30
days' prior written notice of the date when the same shall take place. Such
notice in accordance with the foregoing clause also shall specify (i) the date
on which any such record is to be taken for the purpose of such dividend,
distribution or right, the date on which the holders of Common Stock shall be
entitled to any such dividend, distribution or right, and the amount and
character thereof, and (ii) the date on which any such reorganization,
reclassification, merger, consolidation, sale, transfer, disposition,
dissolution, liquidation or winding up is to take place and the time, if any
such time is to be fixed, as of which the holders of Common Stock shall be
entitled to exchange their shares of Common Stock for securities or other
property deliverable upon such disposition, dissolution, liquidation or winding
up. Each such written notice shall be sufficiently given if addressed to Holder
at the last address of Holder appearing on the books of the Company and
delivered in accordance with Section 19(d).

        18. Authorized Shares. The Company covenants that during the period the
Warrant is outstanding, it will reserve from its authorized and unissued Common
Stock a sufficient number of shares to provide for the issuance of the Warrant
Shares upon the exercise of any purchase rights under this Warrant. The Company
further covenants that its issuance of this Warrant shall constitute full
authority to its officers who are charged with the duty of executing stock
certificates to execute and issue the necessary certificates for the Warrant
Shares upon the exercise of the purchase rights under this Warrant. The Company
will take all such reasonable action as may be necessary to assure that such
Warrant Shares may be issued as provided herein without violation of any
applicable law or regulation, or of any requirements of the Principal Market
upon which the Common Stock may be listed.

               The Company shall not by any action, including, without
limitation, amending its Articles of Incorporation, modifying or supplementing
its Certificate of Designation or through any reorganization, transfer of
assets, consolidation, merger, dissolution, issue or sale of securities or any
other voluntary action, avoid or seek to avoid the observance or performance of
any of the terms of this Warrant, but will at all times in good faith assist in
the carrying out of all such terms and in the taking of all such actions as may
be necessary or appropriate to protect the rights of Holder against impairment.
Without limiting the generality of the foregoing, the Company will (a) not
increase the par value of any shares of Common Stock receivable upon the
exercise of this Warrant above the amount payable therefor upon such exercise
immediately prior to such increase in par value, (b) take all such action as may
be necessary or appropriate in order that the Company may validly and legally
issue fully paid and nonassessable shares of Common Stock upon the exercise of
this Warrant, and (c) use all commercially reasonable efforts to obtain all such
authorizations, exemptions or consents from any public regulatory body having
jurisdiction thereof as may be necessary to enable the Company to perform its
obligations under this Warrant.

               Upon the request of Holder, the Company will at any time during
the period this Warrant is outstanding acknowledge in writing, in form
reasonably satisfactory to

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Holder, the continuing validity of this Warrant and the obligations of the
Company hereunder.

               Before taking any action which would cause an adjustment reducing
the current Exercise Price below the then par value, if any, of the shares of
Common Stock issuable upon exercise of the Warrants, the Company shall take any
corporate action which may be necessary in order that the Company may validly
and legally issue fully paid and non-assessable shares of such Common Stock at
such adjusted Exercise Price.

               Before taking any action which would result in an adjustment in
the number of shares of Common Stock for which this Warrant is exercisable or in
the Exercise Price, the Company shall obtain all such authorizations or
exemptions thereof, or consents thereto, as may be necessary from any public
regulatory body or bodies having jurisdiction thereof.

               All Shares that may be issued upon the exercise of the rights
represented by this Warrant will, upon issuance pursuant to the terms and
conditions herein, be fully paid and nonassessable, and free from all taxes,
liens and charges with respect to the issue thereof. During the period within
which the rights represented by this Warrant may be exercised, the Company will
at all times have authorized, and reserved for the purpose of the issue upon
exercise of the purchase rights evidenced by this Warrant, a sufficient number
of shares of its Common Stock.

        19. Miscellaneous.

               (a) Jurisdiction. This Warrant shall be binding upon any
successors or assigns of the Company. This Warrant shall be governed by, and
construed in accordance with the laws of the State of California.

               (b) Restrictions. The holder hereof acknowledges that the Warrant
Shares acquired upon the exercise of this Warrant, if not registered, will have
restrictions upon resale imposed by state and federal securities laws.

               (c) Nonwaiver and Litigation Costs. No course of dealing or any
delay or failure to exercise any right hereunder on the part of Holder shall
operate as a waiver of such right or otherwise prejudice Holder's rights, powers
or remedies, notwithstanding all rights hereunder terminate on the Termination
Date. If the Company willfully fails to comply with any material provision of
this Warrant, the Company shall pay to Holder such amounts as shall be
sufficient to cover any costs and expenses including, but not limited to,
reasonable attorneys' fees, including those of appellate proceedings, incurred
by Holder in collecting any amounts due pursuant hereto or in otherwise
enforcing any of its rights, powers or remedies hereunder, in addition to any
other relief to which it or they may be entitled.

               (d) Notices. Any notice, request or other document required or
permitted to be given or delivered to the holder hereof by the Company shall be
delivered in accordance with the notice provisions of the Securities Purchase
Agreement.

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               (e) Limitation of Liability. No provision hereof, in the absence
of affirmative action by Holder to purchase shares of Common Stock, and no
enumeration herein of the rights or privileges of Holder hereof, shall give rise
to any liability of Holder for the purchase price of any Common Stock or as a
stockholder of the Company, whether such liability is asserted by the Company or
by creditors of the Company.

               (f) Remedies. Holder, in addition to being entitled to exercise
all rights granted by law, including recovery of damages, will be entitled to
specific performance of its rights under this Warrant. The Company agrees that
monetary damages would not be adequate compensation for any loss incurred by
reason of a breach by it of the provisions of this Warrant and hereby agrees to
waive the defense in any action for specific performance that a remedy at law
would be adequate.

               (g) Successors and Assigns. Subject to applicable securities
laws, this Warrant and the rights and obligations evidenced hereby shall inure
to the benefit of and be binding upon the successors of the Company and the
successors and permitted assigns of Holder. The provisions of this Warrant are
intended to be for the benefit of all holders from time to time of this Warrant
and shall be enforceable by any such Holder or holder of Warrant Shares.

               (h) Indemnification. The Company agrees to indemnify and hold
harmless Holder from and against any liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, claims, costs, attorneys' fees, expenses
and disbursements of any kind which may be imposed upon, incurred by or asserted
against Holder in any manner relating to or arising out of any failure by the
Company to perform or observe in any material respect any of its covenants,
agreements, undertakings or obligations set forth in this Warrant; provided,
however, that the Company will not be liable hereunder to the extent that any
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
claims, costs, attorneys' fees, expenses or disbursements are found in a final
non-appealable judgment by a court to have resulted from Holder's bad faith or
willful misconduct in its capacity as a stockholder or warrantholder of the
Company.

               (i) Amendment. This Warrant may be modified or amended or the
provisions hereof waived with the written consent of the Company and the Holder.

               (j) Severability. Wherever possible, each provision of this
Warrant shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Warrant shall be prohibited by or
invalid under applicable law, such provision shall be ineffective to the extent
of such prohibition or invalidity, without invalidating the remainder of such
provisions or the remaining provisions of this Warrant.

               (k) Descriptive Headings. The headings used in this Warrant are
for the convenience of reference only and shall not, for any purpose, be deemed
a part of this Warrant.

               (l) Entire Agreement; Modification. This Warrant, the Securities
Purchase Agreement and the Registration Rights Agreement constitute the entire
agreement

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between the parties pertaining to the subject matter contained herein and
supersedes all prior and contemporaneous agreements, representations, and
undertakings of the parties, whether oral or written, with respect to such
subject matter.

               (m) Representations and Warranties. This Warrant specifically
incorporates all Representations and Warranties provided in the Securities
Purchase Agreement as if made hereunder.

                            [SIGNATURE PAGE FOLLOWS]

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               IN WITNESS WHEREOF, the Company has caused this Warrant to be
executed by its officer thereunto duly authorized.

Dated: December 6, 2000
                                    MEDIAX CORPORATION



                                    By: /s/ Rainer Poertner
                                       ----------------------------------------
                                       Rainer Poertner, Chairman

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                               NOTICE OF EXERCISE



To:     MediaX Corporation



               (1) The undersigned hereby elects to exercise the right of
purchase represented by the within Warrant Certificate for, and to purchase
thereunder __________ shares of Common Stock (the "Common Stock"), of MediaX
Corporation, and tenders herewith payment of the exercise price in full,
together with all applicable transfer taxes, if any.

               (2) Please issue a certificate or certificates representing said
shares of Common Stock in the name of the undersigned or in such other name as
is specified below:


               --------------------------------------
               (Name)


               --------------------------------------
               (Address)

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



Dated:


                                                  ------------------------------
                                                  Signature

        If said number of shares shall not be all of the shares purchasable
under the within Warrant Certificate, a new Warrant Certificate is to be issued
in the name of aforementioned for the balance of the remaining shares
purchasable thereunder, rounded up to the nearest whole number of shares, if
applicable.



<PAGE>   13



                                 ASSIGNMENT FORM

                 (To assign the foregoing warrant, execute this
                form and supply required information. Do not use
                       this form to exercise the warrant.)



               FOR VALUE RECEIVED, the foregoing Warrant and all rights
evidenced thereby are hereby assigned to:


                                                               whose address is
--------------------------------------------------------------

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

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

                                    Dated:                      ,
                                          ---------------------- --------------


                    Holder's Signature:
                                         --------------------------------------

                    Holder's Address:
                                         --------------------------------------


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

Signature Guaranteed:
                        -------------------------------------------------------



NOTE: The signature to this Assignment Form must correspond with the name as it
appears on the face of the Warrant, without alteration or enlargement or any
change whatsoever, and must be guaranteed by a bank or trust company. Officers
of corporations and those acting in an fiduciary or other representative
capacity should file proper evidence of authority to assign the foregoing
Warrant.

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