U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

              ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                  For the Fiscal Year ended: December 31, 1998
                           Commission File No. 0-23780

                               MEDIAX CORPORATION
        (Exact Name of Small Business Issuer as Specified in its Charter)

                                     Nevada
         (State or Other Jurisdiction of Incorporation or Organization)

                                   84-1107138
                     (I.R.S. Employer Identification Number)

        8522 National Boulevard, Suite 110, Culver City, California 90232
          (Address of Principal Executive Offices, Including Zip Code)

                                 (310) 815-8002
                            Issuer's Telephone Number
        Securities Registered Pursuant to Section 12(b) of the Act: None.
           Securities Registered Pursuant to Section 12(g) of the Act:

                     SHARES OF COMMON STOCK,$.0001 PAR VALUE

Check  whether the Issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the Registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days. Yes [X] No [ ]

Check if disclosure of delinquent  filers pursuant to Item 405 of Regulation S-B
is not contained in this form, and no disclosure will be contained,  to the best
of  Registrant's  knowledge,  in  definitive  proxy  or  information  statements
incorporated  by reference  in Part III of this Form 10-KSB or any  amendment to
this Form 10-KSB. [X]

The Issuer's revenues for its most recent fiscal year were $ 162,021

The aggregate market value of the Issuer's Common  Stock,$.0001 Par Value,  held
by non-affiliates  of the Issuer,  based on the closing sale price of the Common
Stock on March 31, 1999 as reported on the OTC Bulletin Board, was approximately
$12,200,000.

As of March  31,  1999  there  were  4,075,375  shares  of the  Issuer's  Common
Stock,$.0001 Par Value, outstanding.

Transitional Small Business Disclosure Format (check one): Yes [  ] No [X]

                                                   [MEDIAX\10-KSB:123198.KSB]-12

                                                               1

<PAGE>

                                     PART I

ITEM 1.           DESCRIPTION OF BUSINESS

GENERAL

         MediaX Corporation (the "Registrant" or the "Company") was incorporated
under the laws of the State of  Colorado  on August 15, 1986 under the name Fata
Morgana,  Inc. On September 15, 1988, the Company  changed its name to Edinburgh
Capital,  Inc. On May 13, 1994, the Company merged into Edinburgh Capital,  Inc.
(a Nevada corporation) in order to change its state of domicile to Nevada.

         The Company was  originally  formed for the primary  purpose of seeking
out  acquisitions  of  properties,  businesses,  or merger  candidates,  without
limitation as to the nature of the business operations or geographic area of the
acquisition  candidate.  From  inception  through the date of  completion of its
initial public  offering of securities,  the Company's  activities were directed
toward the acquisition of operating capital.

         The Company  completed its initial  public  offering in October,  1989,
receiving net proceeds of  approximately  $245,000 from the sale of 30,000 Units
(each Unit  consisting  of 1,000  shares of the  Company's  no par value  common
stock, and 100 common stock purchaser  warrants  exercisable at $.02) at $10 per
unit. The warrants expired in 1992.

         During April 1994, the Company effected a 1 for 300 reverse stock split
and on February 23, 1996, the Company effected a 3.13 for 1 forward stock split.

         On February 23, 1996,  the name of the Company was changed to Zeitgeist
Werks,  Inc. On February  24, 1996,  the Company  acquired all of the issued and
outstanding  shares of Zeitgeist,  Inc., a Nevada  corporation,  in exchange for
1,250,000 shares of its common stock.

         On June 27, 1996,  MediaX,  a California  corporation,  was merged into
Zeitgeist,  Inc.,  and the Company  issued 203,750 shares of its common stock to
the former  shareholders  of MediaX.  On August 16, 1996 the Company changed its
name to MediaX Corporation.

         During  November  1998,  the Company  effected a 1 for 10 reverse stock
split. All financial  information and share data in the remainder of this Report
gives  retroactive  effect  to  the  reverse  stock  split  (including  the  two
aforementioned stock splits).

DESCRIPTION OF BUSINESS

         As a result  of the  Company's  acquisition  of all of the  issued  and
outstanding  shares of Zeitgeist,  Inc. and MediaX,  Inc., the Company has now a
new management  and a new business  plan. The Company will operate  primarily in
e-commerce,  multimedia services and product development. It has obtained rights
to  intellectual  properties,  produces and  publishes  multimedia  software and
content  mainly for the Internet and for Satellite  broadcasting  channels.  The
Company  intends to  maintain  strict  control of both  quality and costs and to
retain  profit  margins  that are  traditionally  dispersed  across  many  small
companies,  by taking a  comprehensive  approach to  production  and  electronic
distribution of its products.

         Management  believes that due to the varied and extensive  expertise of
it President,  Executive Vice  President and outside  director in the areas of :
artist and record company management, film production,  software development and
distribution and proprietary technology development, the Company will bridge the
entertainment  and  technology  markets and enter into the  Internet  e-commence
market.

                                                   [MEDIAX\10-KSB:123198.KSB]-12

                                                               1

<PAGE>

PRINCIPAL PRODUCTS AND SERVICES

         New  Products and  Services  The Company  designs and hosts  high-value
celebrity web sites such as  rodstewartlive.com  and divinemusik.com and others.
The web site  entertainment  content includes  live-chats,  on-line shopping for
artist  specific  merchandise and the production of Internet events such as live
concerts  that  are  globally  broadcast  on  the  Internet.   The  Company  has
established  affiliate  relationships  with companies like  Broadcast.com,  AOL,
Yahoo!  and others for this purpose.  In February  1999,  The Company  initiated
amuZnet.com,  an e-commerce site offering more than 260,000 entertainment titles
on CDs,  DVDs and  Videos by major  record  labels  and  studios  and over 4,000
independent music labels for purchase on-line. The Company purposely directs the
high-traffic  generated by the celebrity web sites  through  amuZnet.com  with a
simple link.  This site is constantly  updated and developed into a "destination
site" serving increasing revenue streams through its e-commerce model.

         The  Company  plans to  provide  the same  services  on an  interactive
satellite channel, which will be launched late summer 1999. Contracts are signed
with EchoStar,  one of the largest satellite providers,  to implement this model
for interactive satellite distribution.

         Historical Products and Services
         The Company has developed,  produced and marketed software products for
the  information  entertainment  and  development  tool  sector of the  software
industry in the form of software distributed on floppy disks and CD-ROM's. Three
released CD-ROM products are "On the Road with BB King,  "Queensryche's Promised
Land" and "Peter  Norton - PC Guru"  distributed  by MCA,  EMI  Records  and the
Company, respectively.

         The  Company  was  selected  by Apple  Computer  to produce the Welcome
Experience for their limited edition Twentieth  Anniversary  Macintosh which was
introduced on March 19, 1997. The multimedia  presentation featured leading-edge
animation,  digital  video,  interactive  3D graphics,  original  soundtrack and
theater  quality  audio  which  highlighted   Macintosh's   extreme   multimedia
capabilities.

         In December 1997, the Company released and distributed  "Peter Norton -
PC Guru." During the fourth quarter of 1998, it was determined that this product
would not gain significant additional sales beyond 1998, therefore,  the Company
has ceased distribution of the product.

         The "Big Brother"  project,  based on George Orwell's novel "1984",  is
currently in the final stages of production. The Company obtained production and
exclusive publishing rights during December,  1996 from Newspeak Media, Inc. The
Company is in discussions with several leading  publishers for product licensing
and hopes to conclude an agreement within the following year.

PATENTS, TRADEMARKS AND LICENSES

         As  a  developer,  the  Company  intends  to  develop  mainly  its  own
proprietary  titles,   which  will  result  in  the  development  of  innovative
technology   solutions  with  broad   applications  in  other  growing  markets,
especially in the on-line environment.  The Company owns several Internet domain
names.  The Company either has filed or in the process of filing the appropriate
applications for patents, trademarks or licenses for it's products.

COMPETITION

         The Company is a minor  participant  among  companies  which  engage in
multimedia  and  Internet  content  development.  Many of these  companies  have
significantly greater capitalization and experience in this industry.

                                                   [MEDIAX\10-KSB:123198.KSB]-12

                                                               2

<PAGE>

EMPLOYEES

         The Company presently has 20 employees and subcontractors.

YEAR 2000

              The  Year  2000  issue   could   result  in  system   failures  or
miscalculations  causing disruptions of operations,  including,  among others, a
temporary inability to process transactions,  send invoices or engage in similar
normal business activities which may materially adversely affect the Company. To
date,  the  Company  has  experienced  very few  problems  related  to Year 2000
problems and the Company  does not believe that it has material  exposure to the
Year 2000  issue  with  respect to the  Company's  information  systems as these
systems correctly defined the Year 2000.

         The Company is currently conducting an analysis to determine the extent
to which the  systems of third  parties  raise  Year 2000  issues may affect the
Company.  However,  we cannot assure that the providers the Company uses to fill
orders for direct-to-consumer  products, will, in fact be year 2000 compliant on
a timely basis. Generally,  the Company is unable to predict the extent to which
the Year 2000  issue  will  effect  it's  suppliers,  or the extent to which the
Company  would be vulnerable  to it's  suppliers'  failure to remediate any Year
2000 issues on a timely basis.  The failure of a major  supplier  subject to the
Year 2000 issue to convert its systems on a timely basis or a conversion that is
incompatible  with the Company's systems could have a material adverse effect on
the Company,  which is not  currently  quantifiable.  In  addition,  most of the
purchases  from the Company's  on-line web site are made with credit cards,  and
the Company's  operations may be materially adversely affected to the extent the
Company's customers are unable to use their credit cards due to Year 2000 issues
that are not rectified by credit card providers.

ITEM 2.           DESCRIPTION OF PROPERTY

         The Company maintains its corporate office at 8522 National  Boulevard,
Suite 110,  Culver City,  California  90232.  The Company renewed its lease on a
month-to-month  basis and pays  approximately  $3,200  per  month for rent.  The
Company maintains its software  development  office at 303 Potrero St., #42-302,
Santa Cruz,  California 95060. The Company pays  approximately  $3,146 per month
for rent pursuant to a lease which expires in June 2000.

ITEM 3.           LEGAL PROCEEDINGS

         There are no pending legal proceedings, and the Company is not aware of
any threatened legal proceedings to which it is a party.

ITEM 4.           SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         No matters  were  submitted  to a vote of security  holders  during the
fourth  quarter  of the fiscal  year  ended  December  31,  1998,  other than as
follows:

          On December  31, 1998,  three  shareholders  of the Company  holding a
majority of the voting  power,  acting  pursuant to Nevada law and in lieu of an
annual meeting, elected Nancy Poertner, Rainer Poertner and Matthew MacLaurin to
serve as directors for the ensuing year and ratified the  appointment of Davis &
Co.  CPA's P.C.  as the  Company's  independent  accountants  for the year ended
December 31, 1998.  Notice of the proposed  written consent in lieu of an annual
meeting was filed with the SEC on Schedule 14C and mailed to all shareholders of
record on November 12, 1998.

                                                   [MEDIAX\10-KSB:123198.KSB]-12

                                                               3

<PAGE>

                                     PART II

ITEM 5.           MARKET FOR THE COMPANY'S COMMON EQUITY AND RELATED STOCKHOLDER
                  MATTERS

     (a)  MARKET  INFORMATION.  The  Company's  Common  Stock is  traded  on the
over-the-counter  market.  The  following  table sets forth the high and low bid
price for the  Company's  Common Stock for the periods  indicated as reported by
the  NASD's  Electronic   Bulletin  Board.  These  prices  are  believed  to  be
inter-dealer quotations and do not include retail mark-ups, mark-downs, or other
fees or commissions, and may not necessarily represent actual transactions.


Quarter Ended            High Bid       Low Bid
------------------       --------       -----------
March 31, 1998           $13.31         $3.80
June 30, 1998            $ 5.00          $1.30
September 30, 1998       $ 3.50          $1.50
December 31, 1998        $ 3.00          $ .60
March 31, 1999           $ 4.88          $2.00

     (b)  HOLDERS.  As of March 31,  1999,  the  Company had  approximately  900
shareholders  of record.  This does not include  shareholders  who hold stock in
their accounts at broker/dealers.

     (c)  DIVIDENDS.  The Company  has never paid a cash  dividend on its common
stock and does not expect to pay a cash dividend in the foreseeable future.

     (d) RECENT SALES OF UNREGISTERED SECURITIES.

                  Stock sales
                  During April to December 1998, the Company sold 468,313 shares
to an  accredited  unrelated  investor for  proceeds of $500,000  pursuant to an
agreement which grants to this investor and several other  accredited  unrelated
investors  non-dilutable  and  dilutable  warrants to  purchase up to  3,180,130
shares of common stock at varying prices tied to the average market bid ten days
prior to being  exercised.  The  warrants  expire from April 28 to  September 7,
2001.  200,000  of  these  warrants  were  exercised  during  December  of 1998,
resulting in the issuance of 200,000 shares for proceeds of $20,000.

                  Another accredited unrelated investor purchased 124,000 shares
during February 1998 for proceeds of $200,000. These purchases included warrants
to purchase up to 30,000 additional  shares at $15.00 per share.  These warrants
expire in February 2001.

                  Convertible Securities
                   On March 1, 1998, the Company  replaced  certain  outstanding
debentures with a new convertible  debenture for $850,000 which pays interest at
the same rate as the replaced  debentures  and is due on September 1, 1999.  The
principal  sum of the new  debenture  and any accrued  interest may be converted
into common shares at any time prior to the due date at $1.75 per share. Accrued
interest  at  December  31,  1998 was  $73,754.  On March 1,  1999 the  investor
converted $350,000 of principal into 200,000 shares of common stock.

                  Other Securities
                  The following options were granted to unrelated parties during
1998. In July a public  relations  consultant was granted options to purchase up
to 25,000 shares of the  Company's  common stock at $4.00.  During  December two
investment advisors were granted options to purchase up to 100,000 shares of the
Company's  common  stock  at $.50  each.  Two  business  transition  specialists
assisting  with  E-commerce  were  granted  options to purchase of up to 105,000
shares,  75,000  at $.98 per  share  and  30,000 at the bid value on the date of
exercise.

                                                   [MEDIAX\10-KSB:123198.KSB]-12

                                                               4

<PAGE>

                  Exemption from registration  under the Securities Act of 1933,
as amended (the "Act"),  is claimed for the sale of all the securities set forth
above in reliance upon the exemption afforded by Section 4(2) of the Act.


ITEM 6.           MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

         The  following  information  should  be read in  conjunction  with  the
financial  statements  and the notes  thereto.  The  analysis set forth below is
provided pursuant to applicable  Securities and Exchange Commission  regulations
and is not intended to serve as a basis for projections of future events.

FORWARD-LOOKING STATEMENTS

         EXCEPT  FOR  HISTORICAL   INFORMATION  CONTAINED  HEREIN,  THE  MATTERS
DISCUSSED IN THIS FORM 10-KSB ARE FORWARD-LOOKING STATEMENTS THAT ARE SUBJECT TO
CERTAIN  RISKS AND  UNCERTAINTIES  THAT  COULD  CAUSE  ACTUAL  RESULTS TO DIFFER
MATERIALLY FROM THOSE SET FORTH IN SUCH FORWARD LOOKING  STATEMENTS.  SUCH RISKS
AND UNCERTAINTIES INCLUDE,  WITHOUT LIMITATION,  THE COMPANY'S DEPENDENCE ON THE
TIMELY DEVELOPMENT, INTRODUCTION AND CUSTOMER ACCEPTANCE OF PRODUCTS, THE IMPACT
OF COMPETITION  AND DOWNWARD  PRICING  PRESSURES,  THE ABILITY OF THE COMPANY TO
REDUCE  ITS  OPERATING  EXPENSES  AND RAISE ANY  NEEDED  CAPITAL,  THE EFFECT OF
CHANGING ECONOMIC CONDITIONS, AND RISKS IN TECHNOLOGY DEVELOPMENT.

GOING CONCERN

         The Company has experienced recurring net losses and has limited liquid
resources.  Management's  intent is to increase the Company's sales and continue
searching for additional  sources of capital.  In the interim,  the Company will
continue  operating with minimal overhead and  administrative  functions will be
provided  by key  employees  and  consultants,  some  of  whom  are  compensated
primarily in the form of the  Company's  common  stock.  The Company may need to
utilize  its  common  stock  to  fund  its   operations   through  fiscal  1999.
Accordingly,  the  accompanying  consolidated  financial  statements  have  been
presented under the assumption the Company will continue as a going concern.

NEW BUSINESS PLAN

         The Company  designs and hosts  high-value  celebrity web sites such as
rodstewartlive.com  and  divinemusik.com  and others. The web site entertainment
content includes  live-chats,  on-line shopping for artist specific  merchandise
and the  production  of Internet  events such as live concerts that are globally
broadcast on the Internet.  The Company has established affiliate  relationships
with companies like  Broadcast.com,  AOL, Yahoo! and others for this purpose. In
February 1999, The Company  initiated  amuZnet.com,  an e-commerce site offering
more than 260,000  entertainment  titles on CDs, DVDs and Videos by major record
labels and studios and over 4,000 independent music labels for purchase on-line.
The Company  purposely  directs the high-traffic  generated by the celebrity web
sites through  amuZnet.com  with a simple link. This site is constantly  updated
and developed  into a  "destination  site" serving  increasing  revenue  streams
through its e-commerce model.

         Due to the new  business  plan and  change  in  products  and  services
offered,  the Company  incurred a one time software write off of $255,000 during
the current year. During the fourth quarter of 1998, it was determined that this
product would not gain significant additional sales beyond 1998, therefore,  the
Company has ceased distribution of the product through standard retail channels.
There was no such write off during the previous year.

                                                   [MEDIAX\10-KSB:123198.KSB]-12

                                                               5

<PAGE>

         RESULTS OF OPERATIONS

                  Twelve  Months  Ended  December  31,  1998  Compared to Twelve
Months Ended December 31, 1997

                  The Company's  net sales for the twelve months ended  December
31, 1998 was  $162,021 as compared to $228,511  for the  comparable  period last
year,  resulting  in a decrease of $66,490 or 29%.  The  decrease  is  primarily
attributable  to a change in sales mix and the lower than expected  sales of the
Company's product, "Peter Norton - PC Guru."

                  The  Company's  cost of  sales  for the  twelve  months  ended
December 31, 1998 was $135,988 as compared to $268,258 for the comparable period
last year, resulting in a decrease of $132,270 or 49%. The decrease is primarily
attributable  to a change  in sales  mix and to the low  sales of the  Company's
newest product, "Peter Norton - PC Guru."

                  The Company's advertising expenses for the twelve months ended
December 31, 1998,  were $531,672 as compared to none for the comparable  period
last year.  The  increase  is  directly  related to the  utilization  of prepaid
advertising  for "Peter  Norton - PC Guru" and the  continued  marketing  of the
Company as an international software developer and e-commerce company.

                  The Company's  total  amortization  and  depreciation  for the
twelve  months  ended  December 31, 1998 was $103,003 as compared to $58,533 for
the comparable  period last year. The increase is  attributable  to additions of
depreciable  assets over the comparable period last year partially offset by the
amortization of software development costs for three quarters of the year.

                  The Company's professional,  legal and accounting services for
the twelve months ended  December 31, 1998, was $334,052 as compared to $481,237
for the comparable period last year. The decrease is primarily attributable to a
decrease of $166,865 in  professional  services  provided by  consultants  under
professional  advisory and management agreements over the same period last year,
partially  offset by an increase  of $19,680 in  accounting  and legal  services
provided during the current year.

                  The Company's  publicity and promotion expenses for the twelve
months  ended  December  31,  1998,  was $163,864 as compared to $40,074 for the
comparable  period last year. The increase is directly  related to the promoting
of  the  Company's  products,  and  continued  marketing  of the  Company  as an
international software developer and new e-commerce company.

                  The Company's rent,  utilities,  telephone and  communications
and for the twelve months ended  December 31, 1998,  was $115,505 as compared to
$87,943 for the  comparable  period last year. The increase is  attributable  to
rent increases from the renewed  leases of the Company's  premises,  increase in
equipment  rental cost and telephone  usage affecting the current year over last
year.

                  The Company's research and development expenses for the twelve
months  ended  December  31,  1998,  was  $275,839  as  compared to none for the
comparable  period last year.  The  increase  is  attributable  to the  software
development costs of "Big Brother" and e-commerce Internet web sites.

                  The  Company's  salaries,  employee  benefits,  insurance  and
payroll  taxes for the twelve  months  ended  December  31,  1998,  increased to
$670,897 a  compared  to  $447,565  for the  comparable  period  last year.  The
increase  is  attributable  to  increases  in  insurance  premiums,   additional
employees  and salary  increases  which  includes  provisional  increases in the
Company's  agreements with its executive officers.  However, the Company has not
and the  officers'  have not  elected  to  exercise  their  right to the  salary
increase for the final year term.

                                                   [MEDIAX\10-KSB:123198.KSB]-12

                                                               6

<PAGE>

                  The  Company  incurred a one time  software  development  cost
write off of $255,000 for the current year.  During the fourth  quarter of 1998,
it was determined that this product would not gain significant  additional sales
beyond  1998,  therefore,  the  Company has ceased  distribution  of the product
through  standard  retail  channels.  There  was no such  write off  during  the
previous year.

                  The Company's travel and meetings  expenses for the the twelve
months  ended  December  31,  1998,  was  $77,760 as compared to $29,460 for the
comparable  period last year. The increase is directly  related to promoting the
Company's  products and continued  marketing of the Company as an  international
software developer and new e-commerce company.

                  The Company's  other general and  administrative  expenses for
the twelve months ended  December 31, 1998, was $115,666 as compared to $115,473
for the  comparable  period last year.  There was no  significant  change in the
Company's overall operations.

                  The Company's  other income and expenses for the twelve months
ended December 31, 1998,  were $133,411 of other expenses as compared to $30,309
for comparable  period year. The increase is directly related to the increase in
interest  expense of $74,876  caused by an increase in principal  borrowings  of
convertible debt in the amount of $654,680 during the current year.

                  The Company's  net loss for the twelve  months ended  December
31, 1998 was $2,762,066 as compared to $1,330,341 for the comparable period last
year. The increase in net loss of $1,431,725 is primarily  attributable  to: (i)
an increase in advertising  expenses of $531,672 for the  utilization of prepaid
advertising  costs for the  Company's  product  "Peter  Norton - PC Guru";  (ii)
increase in research and development of $275,839  associated with the production
of "Big Brother" and e-commerce  Internet web sites;  (iii) a one time write off
of software  development costs of $255,000; (iv) increase in interest expense of
$74,876;  (v) increase in salaries,  insurance and employee benefits of $223,332
and; (vi) partially offset by a decrease of $166,866 in professional,  legal and
accounting services.

         LIQUIDITY AND CAPITAL RESOURCES

                  At December 31, 1998, the Company had negative working capital
of $1,773,728,  as compared to positive  working capital of $134,046 at December
31,  1997.  The  increase in negative  working  capital is  attributable  to the
Company utilizing it's prepaid  advertising,  payment of current liabilities and
for on-going operations during the year ended December 31, 1998.

                  The  Company's  success and  ongoing  financial  viability  is
contingent  upon the success of its new  e-commerce  model,  the  alliance  with
Echostar interactive satellite distribution,  the licensing of "Big Brother" and
the generation of related cash flows.

                  The Company  evaluates  its  liquidity  and capital needs on a
continuous  basis and based on the  Company's  requirements  and capital  market
conditions may, from time to time, raise working capital through additional debt
or equity financing. There is no assurance that such financing will be available
in the future to meet  additional  capital  needs of the  Company,  or as to the
terms or conditions of any such financing that is available. Should there be any
significant delays in the release of new products,  or lack of acceptance in the
marketplace  for such  products if released,  or the Company's  working  capital
needs otherwise exceed its resources,  the adverse consequences would be severe.
The  generation  of the  Company's  current  growth  and  the  expansion  of the
Company's  current  business  involve  significant  financial  risk and  require
significant capital investment.

                  As of the date of this  Report,  the  Company  had no material
commitments for capital expenditures.

                                                   [MEDIAX\10-KSB:123198.KSB]-12

                                                               7

<PAGE>

                  The Company  plans to raise up to an  additional  $1.5 million
through  private  placements of it's common stock to provide working capital for
the  Company's  planned  business  activities.  The  first  stage  of a  private
placement  of $1.5  million in  aggregate  has been agreed upon with a Letter of
Intent of $250,000 being funded as of the date of this Report.  The success,  or
lack  thereof,  of this  additional  funding  may have a material  impact on the
future of the Company.  Similarly, the lack of sufficient sales of the Company's
products will have a material impact on the future of the Company.


ITEM 7.           FINANCIAL STATEMENTS

                  Please see pages F-1 through F-18.

ITEM 8.           CHANGES  IN  AND  DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
                  AND FINANCIAL DISCLOSURE

                  Not applicable.

                                                   [MEDIAX\10-KSB:123198.KSB]-12

                                                               8

<PAGE>

                                    PART III

ITEM 9.           DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
                  COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

                  The  directors and  executive  officers of the Company,  their
ages, positions held in the Company, and duration as such, are as follows:

NAME                     AGE  POSITION HELD AND TENURE
-------------------      ---  --------------------------------------------------
Nancy Poertner           43   President,  Secretary  and Director since February
                              23, 1996
Rainer Poertner          51   Director since February 23, 1996
Matthew MacLaurin        32   Director, Executive V.P. since June 27, 1996
Jacqueline Cabellon      37   Controller since November 16, 1998

         BUSINESS EXPERIENCE

                  The following is a brief account of the education and business
experience  during  at least  the past five  years of the  Company's  directors,
executive officers,  and key employees,  indicating the principal occupation and
employment  during  that  period,  and the name and  principal  business  of the
organization in which such occupation and employment were carried out.

                  NANCY  POERTNER,   PRESIDENT,   SECRETARY  AND  DIRECTOR.  Ms.
Poertner has been involved in the  entertainment  industry since 1979. From 1981
to December 1995, she was Vice President for a major artist  management  company
based in Los  Angeles,  where  she was  responsible  for all  aspects  of artist
management - domestic and international touring, marketing,  promotion and album
recordings.  In addition,  from 1991 to December 1995, she led the international
department of a major record label distributed  through MCA,  resulting in sales
generating  five  international  gold records,  five top fifteen singles and two
number one positions.  Several of the  entertainers  she has worked with include
Matthew  Broderick,  Rod Stewart,  Toni  Braxton,  Suzanne  Hoffs  (Bangles) and
recording  artist  Morrissey.  As a result  of her  years in the  business,  Ms.
Poertner  has  extensive  personal  relationships  throughout  the  domestic and
international film and recording industries. Ms. Poertner was educated overseas,
graduated  with a Bachelor of Arts in Education  and taught in  Afghanistan  and
Turkey through the Peace Corps.

                  RAINER  POERTNER,  DIRECTOR.  Mr.  Poertner  has  served  as a
Director of the Company since February 23, 1996. Mr.  Poertner has a twelve-year
track  record of bringing  new and  innovative  computer  hardware  and software
technology to the  international  market place. He has served as President and a
Director of Syncronys Softcorp since May 8, 1995, and as Chief Executive Officer
since July 1, 1995. He left the company to fully  concentrate  on MediaX in July
1998. He co-founded  Seamless  Software  Corporation  ("Seamless") and served as
Director and as President of Seamless  from its  inception in May 1993 until its
merger  with  Syncronys  Softcorp  on May 8, 1995.  After  having  held  several
positions in the European and U.S. entertainment  industries,  he founded Hybrid
Arts, Inc., in 1986 by arranging $3 million of venture  financing for ADAP - the
first Direct-to-Disk Digital Recording System. After arranging Hybrid Art's sale
in 1991, Mr.  Poertner  became CEO of Hydra Systems,  Inc.,  which developed and
marketed ANDOR - a fully functional Macintosh CPU on a PC peripheral card. Hydra
Systems subsequently sold the technology and the inherent rights to a company in
Seoul,  South Korea in 1992. Mr. Poertner received degrees in economics from the
University of Frankfurt in 1975 and the Klinger Business School in 1973.

                  Rainer Poertner and Nancy Poertner are husband and wife.

                                                   [MEDIAX\10-KSB:123198.KSB]-12

                                                               9

<PAGE>

                  MATTHEW MACLAURIN,  EXECUTIVE VICE PRESIDENT.  Mr. MacLaurin's
experience  stretches  back to the early  days of PCS  when,  17 years  ago,  he
developed games for the Commodore Pet 2001.  Later, Mr. MacLaurin joined Sapiens
Software to create tools for artificial  intelligence  engineering on the IBM PC
XT platform.  He was the key engineer for the development and  implementation of
Common Lisp, a computer language for the 640K DOS platform. At Apple Computer he
secured  funding for,  designed  and led the  development  of the patented  GATE
system,  a  leading-edge  artificial  intelligence  testing  system.  In  Apples
Advanced  Product Group,  he led the  development of a  revolutionary  pen-based
computer  called  Bauhaus,  which  incorporated  handwriting  recognition and an
advanced  artificial  intelligence  memory system. In 1994, Mr. MacLaurin joined
forces with Gaben Chancellor to found the original MediaX, Inc..

                  JACQUELINE CABELLON,  CPA. Ms. Cabellon has been controller of
the Company since November 16, 1998. Prior to that, Ms. Cabellon  practiced as a
certified public accountant  assisting  companies with consulting and accounting
projects since  January,  1993.  Prior to that time, she was an accountant  with
local accounting firms since December, 1996

         COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

                  No persons who were either a Director,  Officer or  beneficial
owner of more than 10% of the Company's Common Stock, failed to file on a timely
basis  reports  required by Section  16(a) of the  Exchange  Act during the most
recent fiscal year.

ITEM 10.          EXECUTIVE COMPENSATION

                  The  following  table sets  forth  information  regarding  the
executive  compensation  for the Company's  President and Executive V.P. for the
years  ended  December  31,  1998,  1997  and  1996  from  the  Company  and its
subsidiaries.  No other  executive  officer  received  compensation in excess of
$100,000 during these periods. Directors serve with out compensation.


                             Summary Compensation Table
                         ------------------------------------
Name and Principal       Fiscal    Salary    Other Annual        Options
Position                 Year      ($)       Compensation ($)    Granted (#)
---------------------    ----      -------   ----------------    -----------
Nancy Poertner
President, Secretary,    1998      185,000   3,500               N/A
Director                 1997      158,458   6,720               N/A
                         1996      114,583   7,200               N/A
Matthew MacLaurin
Executive VP,            1998      125,000   N/A                 N/A
Director                 1997      114,000   N/A                 N/A
                         1996       23,665   N/A                 N/A

                                                   [MEDIAX\10-KSB:123198.KSB]-12

                                                       10

<PAGE>

         EMPLOYMENT AGREEMENTS

                  On January 1, 1996,  the Company  entered  into an  employment
agreement with Nancy Poertner,  the Company's  President.  The agreement expires
October 31, 1999, but is  automatically  renewable for additional two year terms
unless either party elects to terminate the  agreement.  The agreement  provides
for a monthly  salary of $10,417  during the period from January 1, 1996 through
September 30, 1996, and an annual base salary of $155,000 during the period from
October 1, 1996,  through  September  30, 1997.  The salary  level  increases by
$30,000  for each year  thereafter.  The  agreement  also  provides  that  Nancy
Poertner  will be paid a bonus  within 30 days after the end of each  quarter in
amounts to be determined by the Board of Directors. Nancy Poertner can terminate
the agreement at any time.

                  On June 26,  1996,  the  Company  entered  into an  employment
agreement with Matthew MacLaurin,  the Company's  Executive Vice President.  The
agreement  expires June 30, 1999, but is automatically  renewable for additional
two year terms  unless  either  party elects to  terminate  the  agreement.  The
agreement  provides for an annual base salary of $100,000 during the period from
July 1, 1996 through June 30, 1997, and an annual base salary of $125,000 during
the period from July 1, 1997 through June 30, 1998.  The salary level  increases
by $30,000 for each year  thereafter.  The agreement  also provides that Matthew
MacLaurin  will be paid a bonus  within 30 days after the end of each quarter in
amounts  to be  determined  by the Board of  Directors.  Matthew  MacLaurin  can
terminate the agreement at any time.

                  No bonuses have been  declared or paid since  inception of the
Company nor have the officers have elected to exercise their right to the salary
increase for the final terms of their respective agreements

         OTHER AGREEMENT

                  Beginning  August 1,  1998,  the  Company's  chairman,  Rainer
Poertner,  provides  full-time  services to the  Company  pursuant to a month to
month consulting agreement requiring $10,000 for each month worked. As such, the
Company expensed and paid Mr. Poertner $50,000 and $6,000, respectively,  during
the year ended December 31, 1998, and owed Mr.  Poertner  $44,000 as of December
31, 1998.

         STOCK OPTION PLAN

                  During  April  1996,  the Board of  Directors  adopted a Stock
Option Plan (the "Plan"),  and on July 3, 1996, the  Corporation's  shareholders
approved the Plan. The Plan authorized the issuance of options to purchase up to
100,000 shares of the Company's Common Stock.  During December 1998, the Company
amended the Plan to increase the  available  amount of shares to purchase  under
the plan to 500,000 shares of the Company's  common stock.  All options  granted
must have an exercise  price no less than the stock's  fair market  value on the
date of grant.

                  The Plan allows the Board to grant stock  options from time to
time to employees, officers, directors and consultants of the Company. The Board
has the power to  determine  at the time that the option is granted  whether the
option  will be an  Incentive  Stock  Option (an option  which  qualifies  under
Section 422 of the  Internal  Revenue Code of 1986) or an option which is not an
Incentive  Stock Option.  Vesting  provisions are determined by the Board at the
time options are  granted.  The option price for any option will be no less than
the fair market value of the Common Stock on the date the option is granted.

                  Since all options granted under the Plan must have an exercise
price no less than the fair market value on the date of grant,  the Company will
not record any expense upon the grant of options,  regardless  of whether or not
they are incentive stock options. Generally, there will be no federal income tax
consequences  to the Company in connection  with Incentive Stock Options granted
under the Plan. With regard to options that are not Incentive Stock Options, the
Company will ordinarily be entitled to deductions for income tax purposes of the
amount that option holders  report as ordinary  income upon the exercise of such
options, in the year such income is reported.

                                                   [MEDIAX\10-KSB:123198.KSB]-12

                                                               11

<PAGE>

                  Options to purchase a total 67,816 shares at an exercise price
of $22.50  per share  were  granted  during  April  1996.  There were no options
granted to officers or directors of the Company during fiscal 1998 and 1997.


ITEM 11.          SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

                  The  following  table sets forth,  as of March 31,  1999,  the
stock  ownership of each person known by the Company to be the beneficial  owner
of five percent or more of the Company's Common Stock, each Officer and Director
individually,  and all Officers and  Directors as a group.  Each person has sole
voting and investment power over the shares except as noted.

                                   Amount and Nature
Name and Address                   of Beneficial Interest   Percent of
of Officers and Directors          of Common Stock          Class
--------------------------------   ----------------------   ----------

Nancy Poertner                     809,375 (1)              18%
8522 National Blvd., Suite
110   Culver City, CA 90232

Rainer Poertner                    809,375 (1)              18%
3958 Ince Boulevard
Culver City, CA 90232

Assisi Limited Partnership         809,375 (1)              18%
10866 Wilshire Blvd., 15th Floor
Los Angeles, CA  90024

Matthew MacLaurin                   95,625                  2%
325A River Street
Santa Cruz, CA  95060

All Directors and Officers         905,000 (1)              21%
as a group (3 persons)

         (1)      Assisi Limited  Partnership is a Nevada Limited Partnership of
                  which  Nancy  Poertner  is a General  Partner  and owns a 100%
                  interest.  Rainer  Poertner  may be deemed to be a  beneficial
                  owner of the shares  owned by Assisi  Limited  Partnership  by
                  virtue of his  spousal  relationship  to Nancy  Poertner.  Mr.
                  Poertner disclaims any beneficial interest in such shares.

                  The Company  knows of no  arrangement  or  understanding,  the
operation of which may at a subsequent date result in a change of control of the
Company.


ITEM 12.          CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         ACQUISITION OF ZEITGEIST, INC.

                  On  February  24,  1996,  the  Company  acquired  all  of  the
outstanding stock of Zeitgeist,  Inc. ("Zeitgeist").  The Company issued a total
of 1,250,000 shares  (approximately 95%) of its common stock to the shareholders
of Zeitgeist.

                                                   [MEDIAX\10-KSB:123198.KSB]-12

                                                               12

<PAGE>

                  The stock  issuances  were made pursuant to an Agreement  (the
"Agreement") among the Company,  Zeitgeist and the Zeitgeist  shareholders.  The
terms of the Agreement were the result of  negotiations  between the managements
of the  Company and  Zeitgeist.  However,  Mark R.  Moldenhauer,  the  Company's
President  and a Director  prior to the  acquisition,  held a 5.6%  interest  in
Zeitgeist  and  received  70,000  shares  of  common  stock in the  transaction.
Further,  the Board of  Directors  did not  obtain  any  independent  "fairness"
opinion or other evaluation regarding the terms of the Agreement due to the cost
of obtaining such opinions or evaluations.

                  The 1,250,000  shares issued to acquire  Zeitgeist were issued
to the following shareholders of Zeitgeist in the amounts set forth:


NAME                          NUMBER OF SHARES
--------------------------    -----------------
Assisi Limited Partnership    947,500
Cabana Holdings Ltd.          116,250
Mizzentop Holdings Ltd.       116,250
Mark R. Moldenhauer           70,000
                              -----------------
     Total                    1,250,000

         ACQUISITION OF MEDIAX

                  On June 27, 1996, the Company completed a transaction in which
MediaX,  Inc. a California  corporation,  was merged with and into the Company's
wholly-owned subsidiary, Zeitgeist. The Company issued a total of 203,750 shares
of its Common Stock to the  shareholders  of MediaX,  Inc. at the  Closing,  and
Assisi Limited Partnership surrendered for cancellation 203,750 of its shares of
common stock.

                  The stock  issuances  were made  pursuant to an Agreement  and
Plan of Reorganization  ("Agreement") among the Company, Zeitgeist, MediaX, Inc.
and MediaX,  Inc.'s shareholders.  The terms of the Agreement were the result of
negotiations between the managements of the Company and MediaX Inc. However, the
Board of Directors did not obtain any  independent  "fairness"  opinion or other
evaluation  regarding the terms of the  Agreement,  due to the cost of obtaining
such opinions or evaluations.

                  The 203,750 shares issued to acquire MediaX,  Inc. were issued
to the following shareholders of MediaX, Inc. in the amounts set forth:

                  NAME                  NUMBER OF SHARES
                  -----------------     -----------------
                  Matthew MacLaurin     95,625
                  Gaben Chancellor      95,625
                  David Traub           12,500
                                        -----------------
                           Total        203,750

         TRANSACTIONS INVOLVING THE COMPANY

                  On December 6, 1995,  Zeitgeist,  Inc.  loaned Nancy Poertner,
the Company's President,  $50,000 pursuant to an unsecured note bearing interest
at 4% and  with a due  date of  January  1,  2000.  On  February  25,  1996,  an
additional $50,000 was loaned to Ms. Poertner on the same terms.

                                                   [MEDIAX\10-KSB:123198.KSB]-12

                                                               13

<PAGE>

                  On February 20, 1997, the Company entered into a Disengagement
Agreement with Gaben Chancellor ("Chancellor"), a Vice President of the Company,
pursuant to which  Chancellor  agreed to resign as an officer of the Company and
to transfer 65,625 of his shares of the Company's common stock to Assisi Limited
Partnership. In addition, Chancellor agreed to enter into a Consulting Agreement
with the  Company  to act as project  manager  for the  "Apple  Project"  and to
receive a monthly  consulting fee of $6,000 until the completion of the project.
(The  project was  completed  during March 1997.) The Company also agreed to pay
Chancellor a one-time cash compensation of $32,500 for his past contributions to
the Company.

                                                   [MEDIAX\10-KSB:123198.KSB]-12

                                                               14

<PAGE>

                                     PART IV

         ITEM 13.          EXHIBITS AND REPORTS ON FORM 8-K

                  (a)      3.       EXHIBITS.

<TABLE>
<CAPTION>

          #    DESCRIPTION                                            LOCATION
         ---   -------------------------------------------------      ------------------------------------------------
         <S>   <C>                                                    <C>

         3.1   Certificate of Incorporation                           Incorporated by reference to Exhibit 3.1 to
                                                                      the Company's Registration Statement on
                                                                      Form S-18 (No. 33-28258)

         3.1   (Articles of Amendment to the Articles of              Incorporated by reference to Exhibit 3.1(a) to
               Incorporation dated February 23, 1996, for the name    the Company's Form 10-KSB for the year
               change to Zeitgeist  Werks, Inc.                       ended December 31, 1995

         3.1   (Articles of Amendment to the Articles of              Incorporated by reference to Exhibit 3.1(b) to
               Incorporation  dated August 15, 1996, for the          the  Company's  Form  10-KSB  for the year  
               name change  to  MediaX                                Corporation ended December 31, 1996

         3.1   (Certificate of Amendment Reverse Split                Incorporated by reference to Exhibit 3.1(c) to
                                                                      the Company's Schedule 14C

         3.2   Bylaws                                                 Incorporated by reference to Exhibit 3.2 to
                                                                      the Company's Registration Statement of
                                                                      Form S-18 (No. 33-28258)

         10.1  Disengagement Agreement dated February 20, 1997,       Incorporated by reference to Exhibit 10.1 to
               with Gaben Chancellor                                  the Company's Form 10-KSB for the year
                                                                      ended December 31, 1996

         10.2  Employment Agreement dated January 1, 1996 with        Incorporated by reference to Exhibit 10.2 to
               Nancy Poertner                                         the Company's Form 10-KSB for the year
                                                                      ended December 31, 1996.

         10.3  Employment Agreement dated June 26, 1996 with          Incorporated by reference to Exhibit 10.3 to
               Matthew MacLaurin                                      the Company's Form 10-KSB for the year
                                                                      ended December 31, 1996.

         10.4  Consulting Agreement with Ted Ralston                  Filed herewith electronically

         10.5  Consulting Agreement with The Globus Group, Inc        Filed herewith electronically

         10.6  Consulting Agreement with Winchester Investment        Filed herewith electronically
               Securities, Inc.

         10.7  Consulting Agreement with Arnold Stiefel               Filed herewith electronically

         10.8  Consulting Agreement with Anne Challis                 Filed herewith electronically

         10.9  Consulting Agreement with Liviakis Financial           Filed herewith electronically
               Communications, Inc.

         10.10 Consulting Agreement with Richard O. Weed              Incorporated by reference to Exhibit 10.A to
                                                                      the Company's registration statement on
                                                                      Form S-8  (No. 33-28258)
</TABLE>

                                                   [MEDIAX\10-KSB:123198.KSB]-12

                                                               15

<PAGE>

<TABLE>
<CAPTION>

          #    DESCRIPTION                                            LOCATION
         ---   -------------------------------------------------      ------------------------------------------------
         <S>   <C>                                                    <C>

         10.11 Consulting Agreement with Steven H. Dong               Incorporated by reference to Exhibit 10.B to
                                                                      the Company's registration statement on
                                                                      Form S-8  (No. 33-28258)

         10.12 1996 Stock Option Plan and Amendment                   Incorporated by reference to Exhibit 10.C to
                                                                      the Company's registration statement on
                                                                      Form S-8  (No. 33-28258)

         10.13 Consulting Agreement with CSK Securities               Filed herewith electronically
               Research
         10.14 Consulting Agreement with Robert J. Adsit              Filed herewith electronically

         10.15 Consulting Agreement with John H. Shaw                 Filed herewith electronically

         10.16 Consulting Agreement with Retail OEM                   Filed herewith electronically
               International Inc.

         10.17 Consulting Agreement with SME Financial                Filed herewith electronically
               Communications

         10.18 Consulting Agreement with Business News                Filed herewith electronically
               Network Inc.

         10.19 Consulting Agreement with Willow Run                   Filed herewith electronically

         10.20 Consulting Agreement with Tim Werry                    Filed herewith electronically

         10.21 Agreement with Business News Network Inc.              Filed herewith electronically

         27    Financial Data Schedule                                Filed herewith electronically

</TABLE>

     (b)  REPORTS ON FORM 8-K.  No  Reports  on Form 8-K were  filed  during the
fourth quarter of the Company's fiscal year ended December 31, 1998.

                                                   [MEDIAX\10-KSB:123198.KSB]-12

                                                               16

<PAGE>

                                   SIGNATURES



                  Pursuant  to the  requirements  of  Section 13 or 15(d) of the
Securities  Exchange Act of 1934,  the Registrant has duly caused this Report to
be signed on its behalf by the undersigned, thereunto duly authorized.

Date:     April 13, 1999                MEDIAX CORPORATION

                                        By:  /s/  Nancy Poertner
                                             ----------------------------------
                                                  Nancy Poertner, President

                  Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following person on behalf of the
Registrant and in the capacities and on the dates indicated.

Signature                          Title                    Date
-----------------------------      --------------------     --------------
/s/  Nancy Poertner                President, Secretary     April 13, 1999
-----------------------------      and Director
     Nancy Poertner 

/s/  Rainer Poertner               Director                 April 13, 1999
-----------------------------
     Rainer Poertner

/s/  Matthew MacLaurin             Executive V.P. and       April 13, 1999
-----------------------------      Director
     Matthew MacLaurin

/s/  Jackie Cabellon               Controller (Principal    April 13, 1999
-----------------------------      Accounting Officer)
     Jackie Cabellon

                                                   [MEDIAX\10-KSB:123198.KSB]-12

                                                               17

<PAGE>

               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS



         To the Board of Directors
         MediaX Corporation
         (A Development Stage Company)

         We have audited the accompanying balance sheet of MediaX Corporation at
December 31, 1998 and the related statements of changes in stockholders' equity,
operations  and cash flows for each of the two years ended December 31, 1998 and
1997 and for the period from  inception  (March 30,  1995) to December 31, 1998.
These financial  statements are the responsibility of the Company's  management.
Our responsibility is to express an opinion on these financial  statements based
on our audits.

         We conducted our audits in accordance with generally  accepted auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

         In our opinion,  the  financial  statements  referred to above  present
fairly, in all material  respects,  the financial position of MediaX Corporation
at December  31, 1998 and the results of its  operations  and its cash flows for
each of the two years  ended  December  31,  1998 and 1997 for the  period  from
inception  (March 30, 1995) to December 31, 1998 in  conformity  with  generally
accepted accounting principles.

         The accompanying  financial statements have been prepared assuming that
the  Company  will  continue as a going  concern.  As  discussed  in Note 2, the
Company has minimal capital  resources  presently  available to meet obligations
which normally can be expected to be incurred by similar  companies,  and has an
accumulated  deficit of ($5,041,262)  at December 31, 1998.  These factors raise
substantial  doubt about the Company's  ability to continue as a going  concern.
Management's  plans in regard to these matters are also described in Note 2. The
financial  statements do not include any adjustments  that might result from the
outcome of this uncertainty.

                                        /s/  Davis & Co., CPAs, P.C.
                                        ---------------------------------------
                                             Davis & Co., CPAs, P.C.
                                             Certified Public Accountants

         Englewood, Colorado
         March 26, 1999

                                                   [MEDIAX\10-KSB:123198.KSB]-12

                                                             F-18

<PAGE>

<TABLE>
<CAPTION>

                               MEDIAX CORPORATION
                          (A Development Stage Company)
                      Balance Sheet As Of December 31, 1998

         ASSETS
<S>                                                                        <C>

         Current assets
            Cash and cash equivalents                                      $       19,975
            Accounts receivable                                                    76,808
            Inventories                                                            92,763
            Prepaid advertising costs                                             100,000
            Other prepaid expenses                                                 30,325
                                                                           --------------
                                                                                  319,871

         Property and equipment
            Computers and peripheral equipment                                    204,111
            Software                                                              162,272
            Furniture and fixtures                                                 19,859
            Office equipment                                                       19,253
                                                                           --------------
                                                                                  405,495
            Less: accumulated depreciation                                       (229,611)
                                                                                  175,884

         Other assets
            Note and interest receivable - officer                                111,830
            Deferred software development costs                                   105,238
            License agreement and trademark                                       102,287
            Organization costs, net                                                 1,341
            Deposits and other assets                                              10,564
                                                                           --------------
                                                                                  331,260
                                                                           $      827,015

         LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

         Current liabilities
            Convertible debentures payable                                 $    1,454,092
            Notes payable, other                                                   18,179
            Subscriptions payable                                                 320,000
            Accounts payable - trade                                              292,852
            Payroll accruals                                                        8,476
                                                                           --------------
                                                                                2,093,599

        Commitments, contingency and subsequent events (Notes 5, 6, and 9)
         Stockholders' equity (deficit)                                                
            Preferred stock, $.0001 par value per share;                                 -
                  10,000,000 shares authorized and no shares issued                   
            Common stock, $.0001 par value per share;                            
                  7,500,000 shares authorized; 2,380,375 shares issued          
                  and outstanding                                                      238
            Additional paid-in capital                                           3,774,440
            Deficit accumulated during the development stage                    (5,041,262)
                                                                                (1,266,584)
                                                                               $   827,015

</TABLE>

        The accompanying notes are an integral part of this statement.

                                                           [MEDIAX\123198.FS]-12

                                                             F-19

<PAGE>

<TABLE>
<CAPTION>

                               MEDIAX CORPORATION
                          (A Development Stage Company)
                  Statement of Changes in Stockholders' Equity
       For the Period From Inception (March 30, 1995) to December 31, 1998

                                                                 COMMON STOCK
                                                           -----------------------------
                                                               SHARES                                   ADDITIONAL
                                                           (As Restated)       AMOUNT                 PAID-IN CAPITAL
                                                           -------------       ---------            ------------------
<S>                                                        <C>                 <C>                  <C>

         Shares issued in March 1995
            for cash of $.000008 per
            share to an officer and                        12,500,000         $     1,250            $         (1,150)
            director
         Net loss for the period from
            inception (March 30, 1995) to
            December 31, 1995

         Balance at December 31, 1995                      12,500,000                1,250                     (1,150)

         Adjustment for shares of
            Zeitgeist Werks, Inc.
            outstanding immediately
            prior to reorganization on
            February 23, 1996, valued at                     658,039                    66                    249,757
            net monetary asset amount
         Exchange of 154,000 shares
            during March 1996 for notes                      154,000                    15                    307,985
            and interest payable of
            $308,000
         Issuance of 125,000 shares to                       125,000                    13                    124,987
            consultant on April 20, 1996
            in exchange for services
         Cancellation of 2,037,500 shares                 (2,037,500)                 (204)
            by majority shareholder on
            June 27, 1996
         Issuance of 2,037,500 shares on                   2,037,500                   204
            June 27, 1996 in exchange for
            all of the stock of MediaX,
            Inc.                                              25,100                     2                     52,198
        Sale of 25,100 shares to
             unrelated parties during June
             and July 1996 at $2 per share                   350,000                    35                    349,965
         Sale of 350,000 shares to
            unrelated parties during Nov.                         --                    --                         --
                                                           ---------           ------------            ---------------
            and Dec. 1996 at $1 per share
         Net (loss) for year ended
       December 31, 1996

         Balance at December 31, 1996                     13,812,139           $     l,381            $     1,083,742

</TABLE>

                                                                     (Continued)

         The accompanying notes are an integral part of this statement.

                                                           [MEDIAX\123198.FS]-12

                                                                F-20

<PAGE>

<TABLE>
<CAPTION>

                               MEDIAX CORPORATION
                          (A Development Stage Company)
                  Statement of Changes in Stockholders' Equity
       For the Period From Inception (March 30, 1995) to December 31, 1998
                                    (Page 2)

                                                                      COMMON STOCK
                                                             ------------------------------
                                                                 SHARES                                   ADDITIONAL
                                                             (As Restated)       AMOUNT                 PAID-IN CAPITAL
                                                             --------------     -----------             ---------------
<S>                                                          <C>                <C>                     <C>

         Sale of 350,000 shares to various
            unrelated parties during
            January and February 1997 at
            $1 per share                                    350,000             $         35              $        349,965
         Sale of 100,000 shares and
            warrants to unrelated party
            during May 1997 at $.70 per
            unit                                            100,000                       10                        69,990
         Sale of 542,308 shares and
          warrants to various unrelated
          parties during August and                                 
          September 1997 at $1.04 per
          share                                             542,308                       54                       563,946
         Sale of 200,000 shares to                        
            unrelated party during August                   
            1997 at $.74 per share                          200,000                       20                       147,980
         Conversion of note and interest
            payable to Westridge Capital
            (unrelated party) into 400,000                     
            shares of common stock at                          
            $.794 per share in August 1997                  400,000                       40                       317,507
         Issuance of 400,000 shares at
            $1.50 per share to unrelated
            party in exchange for prepaid
            advertising during November of                         
            1997                                            
         Commissions paid to unrelated
            party for private placement                            
            sales of stock                                       --                       --                       (80,000)
        Issuance of 76,000 shares at par
        value to unrelated parties pursuant
        to other agreements during 1997                      76,000                        8                            --
         Net (loss) for year ended
            December 31, 1997                                    --
                                                             ----------         -------------          --------------------
         Balance at December 31, 1997                        15,880,447         $      1,588           $         3,053,090

</TABLE>

                                                                     (Continued)

         The accompanying notes are an integral part of this statement.

                                                           [MEDIAX\123198.FS]-12

                                                                F-21

<PAGE>

<TABLE>
<CAPTION>

                               MEDIAX CORPORATION
                          (A Development Stage Company)
                  Statement of Changes in Stockholders' Equity
       For the Period From Inception (March 30, 1995) to December 31, 1998
                                    (Page 3)

                                                                      COMMON STOCK
                                                             ------------------------------
                                                                SHARES                                  ADDITIONAL
                                                             (As Restated)       AMOUNT                 PAID-IN CAPITAL
                                                             -------------      -----------             ----------------
<S>                                                          <C>                <C>                     <C>

         Sale of 1,241,000 shares to
            unrelated investor during                        1,240,000          $       124            $         199,876
            February and May 1998
         Sale of 3,013,133 shares to
            unrelated investor from April
            28 through October 27, 1998                      3,013,133                  301                      419,699
         10 for 1 reverse stock split on
            November 17, 1998                              (18,120,205)              (1,812)                       1,812
         Warrant exercise during                              
            December 1998 by unrelated                                     
            investor                                          200,000                     20                      19,980
         Sale of 167,000 shares to                                      
            unrelated investor during                            167,000                  17                      79,983
            December 1998                                           
         Net (loss) for year ended
            December 31, 1998                                      --                   --                          --
                                                             ----------         ------------           -----------------

         Balance at December 31, 1998                        2,380,375          $       238            $      3,774,440
                                                             ==========         ============           =================
</TABLE>

                                                                     (Continued)

         The accompanying notes are an integral part of this statement.

                                                           [MEDIAX\123198.FS]-12

                                                                F-22

<PAGE>

<TABLE>
<CAPTION>

                               MEDIAX CORPORATION
                          (A Development Stage Company)
                  Statement of Changes in Stockholders' Equity
       For the Period From Inception (March 30, 1995) to December 31, 1998
                                    (Page 4)

                                                                  DEFICIT
                                                                  ACCUMULATED                 TOTAL
                                                                  DURING THE                STOCKHOLDERS
                                                                  DEVELOPMENT                EQUITY
                                                                  STAGE                     (DEFICIT)
                                                                 ----------------         --------------------
<S>                                                              <C>                      <C>

         Shares issued in March 1995
            for cash of $.000008 per share
            to an officer and director                           $             --          $              100
         Net loss for the period from
            inception (March 30, 1995) to
            December 31, 1995                                            (37,238)                     (37,238)
                                                                  --------------            ------------------
         Balance at December 31, 1995                                    (37,238)                     (37,138)

         Adjustment for shares of Zeitgeist
            Werks, Inc. outstanding
            immediately prior to reorganization
            on February 23, 1996, valued at net                         (268,064)                     (18,241)
            monetary asset amount
         Exchange of 154,000 shares
            during March 1996 for notes and                                   --                      308,000
            interest payable of $308,000
         Issuance of 125,000 shares to
            consultant on April 20, 1995 in                                   --                      125,000
            exchange for services
         Cancellation of 2,037,500 shares                                     --                         (204)
            by majority shareholder on June 27,
            1996
         Issuance of 2,037,500 shares on                                      --                          204
            June 27, 1996 in exchange for all of
            the stock of MediaX, Inc.
         Sale of 25,100 shares to unrelated                                   --                       52,200
            parties during June and July 1996 at
            $2 per share
         Sale of 350,000 shares to unrelated                                  --                      350,000
            parties during Nov. and Dec. 1996
            at $1 per share                                             (643,554)                    (643,554)
                                                                  ---------------            -----------------
         Net (loss) for year ended
            December 31, 1996
         Balance at December 31, 1996                            $      (948,855)          $          136,268

</TABLE>

                                                                     (Continued)

         The accompanying notes are an integral part of this statement.

                                                           [MEDIAX\123198.FS]-12

                                                                F-23

<PAGE>

<TABLE>
<CAPTION>

                               MEDIAX CORPORATION
                          (A Development Stage Company)
                  Statement of Changes in Stockholders' Equity
       For the Period From Inception (March 30, 1995) to December 31, 1998
                                    (Page 5)

                                                                DEFICIT
                                                                ACCUMULATED                 TOTAL
                                                                DURING THE                STOCKHOLDERS
                                                                DEVELOPMENT                EQUITY
                                                                STAGE                     (DEFICIT)
                                                               ---------------           --------------------
<S>                                                            <C>                       <C>

         Sale of 350,000 shares to various
            unrelated parties during January
            and February 1997 at $1 per share                  $             -           $           350,000
         Sale of 100,000 shares and warrants
            to unrelated party during May
            1997 at $.70 per unit                                           --                        70,000
         Sale of 542,308 shares to various
            unrelated parties during August
            and September 1997 at $1.04 per                                 --                       564,000
            share
         Sale of 200,000 shares to unrelated
            party during August 1997 at $.74                                --                       148,000
            per share
         Conversion of note and interest
            payable to Westridge Capital
            (unrelated party) into 400,000                                  --                       317,547
            shares of common stock at $.794
            per share in August 1997
         Issuance of 400,000 shares at $1.50
            per share to unrelated party in                                 --                       600,000
            exchange for prepaid advertising
            during November of 1997                                         --                       (80,000)
         Commissions paid to unrelated party
            for private placement sales of
            stock                                                           --                             8
         Issuance of 76,000 shares at par
            value to unrelated parties                              (1,330,341)                   (1,330,341)
            pursuant to other agreements                         --------------            -------------------
            during 1997
         Net (loss) for year ended
            December 31, 1997
         Balance at December 31, 1997                          $    (2,279,196)          $           775,482

</TABLE>

                                                                     (Continued)

         The accompanying notes are an integral part of this statement.

                                                           [MEDIAX\123198.FS]-12

                                                                F-24

<PAGE>

<TABLE>
<CAPTION>

                               MEDIAX CORPORATION
                          (A Development Stage Company)
                  Statement of Changes in Stockholders' Equity
       For the Period From Inception (March 30, 1995) to December 31, 1998
                                    (Page 6)

                                                              DEFICIT
                                                              ACCUMULATED                  TOTAL
                                                              DURING THE                 STOCKHOLDERS
                                                              DEVELOPMENT                 EQUITY
                                                               STAGE                     (DEFICIT)
                                                             -----------------          --------------------
<S>                                                          <C>                        <C>

         Sale of 1,241,000 shares to
          unrelated investor during February
          and May 1998                                       $              -           $           250,000
         Sale of 3,013,133 shares to
            unrelated investor from April 28                               --                       420,000
            through October 27, 1998
         10 for 1 reverse stock split on                                   --                             --
            November 17, 1998
         Warrant exercise during December                                  --                        20,000
            1998 by unrelated investor
         Sale of 167,000 shares to unrelated                               --                        80,000
             investor during December 1998
         Net (loss) for year ended                                 (2,762,066)                   (2,762,066)
                                                              ----------------            ------------------
            December 31, 1998

         Balance at December 31, 1998                        $     (5,041,262)          $       (1,266,584)
                                                             =================           ===================

</TABLE>

         The accompanying notes are an integral part of this statement.

                                                           [MEDIAX\123198.FS]-12

                                                                F-25

<PAGE>

<TABLE>
<CAPTION>

                               MEDIAX CORPORATION
                          (A Development Stage Company)
                            Statements of Operations

                                                                                           FOR THE
                                                                                         PERIOD FROM
                                                                                          INCEPTION
                                               FOR THE YEAR ENDED                      (March 30, 1995)
                                                   DECEMBER 31,                         TO DECEMBER 31,
                                    ------------------------------------------       ---------------------
                                           1998                    1997                       1998
                                    ------------------      ------------------       ---------------------
<S>                                 <C>                     <C>                      <C>

         SALES/COST OF SALES
           Sales                    $         162,021       $         228,511        $             782,657
           Cost of sales                      135,988                 268,258                      546,890
                                    ------------------      ------------------       ---------------------
           Gross profit (loss)                 26,033                 (39,747)                     235,767

         OPERATING EXPENSES
           Advertising                        531,672                      --                      531,672
           Amortization                        45,944                     944                       82,827
           Bad debts                           11,400                      --                       11,400
           Depreciation                        57,059                  57,589                      143,477
           Employee benefits                   26,741                  11,709                       37,351
           Insurance                           46,329                  32,689                      112,194
           Legal and accounting               101,442                  81,762                      230,970
           Professional and outside           232,610                 399,475                      912,878
           services                           163,864                  40,074                      231,057
           Publicity and promotion             88,083                  69,731                      179,068
           Rent and utilities                 275,839                      --                      275,839
           Research and development           564,750                  377,901                   1,288,388
           Salaries                           255,000                       --                     255,000
           Software development costs          33,077                   25,266                      74,660
           written off                         27,422                   18,212                      57,321
           Taxes - payroll                     77,760                   29,460                     124,641
           Telephone and communications       115,666
           Travel and meetings              2,654,658                  115,473                     297,917
                                    ------------------      ------------------       ---------------------
           Other general and                                         1,260,285                   4,842,095
           administrative

         OTHER INCOME (EXPENSES)             
           Interest income                      6,926                   17,182                      29,512
           Interest expense                  (138,274)                 (63,398)                   (211,790)
           Gain (loss) on sale of asset        (2,093)                      --                      (1,093)
           Other income                            --                   15,907                      16,501
                                    ------------------      ------------------       ---------------------
                                             (133,441)                (30,309)                    (166,870)
                                    ------------------      ------------------       ---------------------
         Net (loss)                 $      (2,762,066)      $      (1,330,341)       $          (4,773,198)
                                    ==================      ==================       =====================
         Weighted average number of
           common shares                    1,858,048               1,461,846                    1,495,288
                                    ==================      ==================       =====================

         Net (loss) per common share$           (1.49)      $            (.91)       $               (3.19)
           (primary)                ==================      ==================       =====================

</TABLE>
         The accompanying notes are an integral part of this statement.

                                                           [MEDIAX\123198.FS]-12

                                                                F-26

<PAGE>

<TABLE>
<CAPTION>

                               MEDIAX CORPORATION
                          (A Development Stage Company)
                            Statements of Cash Flows

                                                                                                              FOR THE
                                                                                                         PERIOD FROM
                                                                                                              INCEPTION
                                                                   FOR THE YEAR ENDED                      (March 30, 1995)
                                                                       DECEMBER 31,                         TO DECEMBER 31,
                                                       -------------------------------------------       ---------------------
                                                             1998                    1997                       1998
                                                       ------------------       ------------------       ---------------------
<S>                                                    <C>                      <C>                      <C>

Cash Flows from Operating Activities
     Net income (loss)                                 $(2,762,066)             $(1,330,341)             (4,773,198)
     Adjustments to reconcile to net cash
     provided by operating activities
     Stock issued for services and at par value                 --                        8                 725,008
     Amortization                                           45,944                      944                  82,827
     Depreciation                                           57,059                   57,589                 143,577
     Software development costs written off                255,000                       --                 255,000
Changes in assets and liabilities
     Decrease (increase) in accounts receivable            (66,465)                  89,992                 (76,808)
     Decrease in accounts receivable - officer                  --                   19,043                      --
     (Increase) decrease in prepaid expense                  7,064                  (21,804)                (30,325)
     (Increase) in inventories                             (40,946)                 (51,817)                (92,763)
     Decrease (increase) in prepaid advertising costs      500,000                       --                (100,000)
     (Increase) in deposits and other assets                (1,225)                  (8,412)                (10,564)
     (Increase) in note and interest  receivable - 
     officer                                                (4,000)                  (4,000)               (111,830)
     Increase (decrease) in accounts payable - trade       214,144                  (11,721)                292,852
     (Decrease) in accounts payable - related parties      (24,455)                 (14,793)                     --
     Increase in payroll accruals                            8,476                       --                   8,476
                                                       ------------------       ------------------       ---------------------
           Net cash (used) by operating activities      (1,811,470)              (1,275,312)             (3,687,747)
Cash Flows from Investing Activities
     Acquisition of license agreement and                  (81,135)                      --                (102,287)
     trademark                                            (105,238)                (200,000)               (405,238)
     Deferred software development costs                   (32,106)                (135,944)               (239,265)
     Purchase of fixed assets                                   --                    1,222                   2,822
     Proceeds from sale of fixed assets                ------------------       ------------------       ---------------------
     Net cash (used) by investing activities              (218,486)                (334,722)               (743,968)

Cash Flow from Financing Activities
     Principal payments on capital lease                    (5,146)                  (7,978)                (27,567)
     Stock subscriptions payable                           320,000                                          320,000
     Net proceeds from sale of stock to  investors         720,000                1,052,000               2,195,452
     Retirement of notes payable                           (32,276)                (117,843)               (155,269)
     Proceeds received from issuance of notes              
     payable and convertible debentures                    654,680                  852,197               2,119,074
                                                       ------------------                                ---------------------
     Net cash provided by financing activities           1,657,258                1,778,376               4,451,690
                                                       ------------------       ------------------       ---------------------
 
</TABLE>

         The accompanying notes are an integral part of this statement.

                                                           [MEDIAX\123198.FS]-12

                                                               F-27

<PAGE>

<TABLE>
<CAPTION>

                               MEDIAX CORPORATION
                          (A Development Stage Company)
                            Statements of Cash Flows
                                    (Page 2)

                                                                                                              FOR THE
                                                                                                         PERIOD FROM
                                                                                                              INCEPTION
                                                                   FOR THE YEAR ENDED                      (March 30, 1995)
                                                                       DECEMBER 31,                         TO DECEMBER 31,
                                                       -------------------------------------------       ---------------------
                                                             1998                    1997                       1998
                                                       ------------------       ------------------       ---------------------
<S>                                                    <C>                      <C>                      <C>

         (Decrease) increase  in cash and cash         $      (372,698)         $      168,342           $      19,975
          equivalents

         Cash and cash equivalents, beginning of               392,673                 224,331                      --
          period                                       ------------------       ------------------       ---------------------

         Cash and cash equivalents, end of period      $         19,975         $      392,673           $      19,975
                                                       ==================       ==================       =====================

         Supplemental Disclosures of Cash Flow Information Cash paid during year
            for:
                 Interest expense                      $        150,151         $       55,851           $      223,667
                                                       ==================       ==================       =====================

            Cash received during the year for:
                 Interest income                       $          6,926         $       13,182           $      29,512
                                                       ==================       ==================       =====================

            Cash paid during the year for:
                 Income taxes                          $            800         $          800           $       2,400
                                                       ==================       ==================       =====================

</TABLE>

         SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES:

            On June  27,  1996,  the  Company  acquired  all of the  issued  and
outstanding shares of MediaX, Inc. (a California S- corporation) in exchange for
a $350,000  note payable to the former  MediaX,  Inc.  shareholders  and 203,750
shares of the Company's  common stock.  The non-cash portion of this acquisition
included $152,517 of net property and equipment, primarily specialized computers
and software used in developing,  publishing and distributing interactive CD-Rom
and  Internet  content for the  multi-media  market.  In  addition,  the Company
received $24,479 of other non-cash  assets,  $10,188 of cash and assumed $89,561
of the liabilities of MediaX, Inc. that existed at June 27, 1996.

            In August of 1997, the Company's note and accrued  interest  payable
in the amount of $317,547 to Westridge  Capital was converted into 40,000 shares
of common stock with a basis of $7.94 per share. In November of 1997 the Company
exchanged 40,000 shares of common stock for $600,000 of prepaid advertising.

         The accompanying notes are an integral part of this statement.

                                                           [MEDIAX\123198.FS]-12

                                                               F-28

<PAGE>

                               MEDIAX CORPORATION
                          (A Development Stage Company)
                          Notes to Financial Statements
                                December 31, 1998

         Note 1:     SIGNIFICANT ACCOUNTING POLICIES

            Significant accounting policies are as follows:

         a. ORGANIZATION AND MERGER
            MediaX Corporation ("the Company")  (formerly  Zeitgeist Werks, Inc.
and Edinburgh  Capital,  Inc.) was incorporated as Fata Morgana,  Inc. under the
laws of the State of Colorado on August 15,  1986.  On September  15, 1988,  the
Company  amended its Articles of  Incorporation  to change its name to Edinburgh
Capital,  Inc. The Company was in the development stage as more fully defined in
Statement No. 7 of the Financial  Accounting  Standards Board. Planned principal
operations of the Company had not yet commenced,  and activities to February 22,
1996 had been limited to its formation,  obtaining initial  capitalization,  the
completion of a public offering of its common stock, and limited investments and
loans.

            On February 23, 1996, the Company merged with Zeitgeist,  Inc. which
was also in the  development  stage and whose  principal  operations had not yet
commenced. Zeitgeist's activities up to this time were limited to its formation,
obtaining initial capitalization, and limited investments and loans.

            The acquisition was  accomplished  through an exchange of 12,500,000
newly-issued  shares of the  Company's  common  stock in exchange for all of the
outstanding  common stock of Zeitgeist,  Inc. Upon completing this  transaction,
the  stockholders  of  Zeitgeist,  Inc.  controlled  approximately  95%  of  the
outstanding common shares of the combined company.

            Because the Zeitgeist shareholders obtained a majority of the voting
rights in the Company as a result of this transaction,  for financial  reporting
purposes, the merger was accounted for as a recapitalization of Zeitgeist and an
acquisition by Zeitgeist,  Inc. of the Company.  Accordingly,  the  accompanying
financial  statements  reflect  transactions  from March 30, 1995, the inception
date of Zeitgeist, Inc. Zeitgeist Inc., as the acquiror,  continued its business
operations under the Company's name which was changed to Zeitgeist  Werks,  Inc.
effective  February  23,  1996.The  Company's  name was later  changed to MediaX
Corporation  effective with the acquisition of MediaX, Inc. on June 27, 1996(see
Note 6b., herein).

            MediaX,  Inc. began as a real-time 3D game  development  company but
recently  has begun to establish a unique  network of celebrity  web sites and a
central e-commerce site,  providing a unique  entertainment and on-line shopping
experience on the  Internet.  This  includes  live chats,  on-line  shopping for
artist  specific  merchandise and the production of Internet events such as live
concerts that are globally  broadcast on the Internet.  The Company has designed
and is hosting  high-value  celebrity web sites such as  www.rodstewartlive.com,
providing  entertainment  content to its customer and threading the high traffic
generated by those sites through to its central e-commerce site www.amuZnet.com.
In  addition  to  artist  specific  merchandise,   www.amuZnet.com  also  offers
approximately  260,000  CDs,  DVDs and Videos from all major  record  labels and
studios and over 4,000 independent music labels for purchase on-line.

            MediaX  Corporation  is still  considered  to be in the  development
stage because although its principal  business  activities have commenced,  they
represented  a major  shift  in the  business  plan  and  had not yet  generated
significant revenues from these activities.

                                                           [MEDIAX\123198.FS]-12

                                                               F-29

<PAGE>

                               MEDIAX CORPORATION
                          (A Development Stage Company)
                          Notes to Financial Statements

         b. BASIS OF PRESENTATION
            The  accompanying  financial  statements  include the  activities of
Zeitgeist, Inc. from its inception (March 30, 1995) to December 31, 1995 and for
the year ended  December  31,  1996;  and the  activities  of the  Company  from
February 23, 1996, the effective date of the Zeitgeist,  Inc. merger to December
31, 1998.  The activities  of MediaX, Inc. have been included from the effective
date of the MediaX, Inc. acquisition (which was accounted for using the purchase
method of accounting), June 27, 1996, through December 31, 1998.

         c. CASH AND CASH EQUIVALENTS

            For  purposes  of  the  statement  of  cash  flows,  cash  and  cash
equivalents consist of demand deposits in banks. Cash equivalents are carried at
cost which approximates market.

         d. INVENTORIES
            Inventory  at December  31, 1998  consists  primarily  of  packaging
materials and the two compact discs that comprise the Company's  unsold units of
"Peter   Norton,   PC Guru"  and "B.B.  King,   On the Road Again".  The Company
also  maintains  an  inventory  of  artist  specific  merchandise  sold over the
Internet.  Inventory   is   recorded  at  the   lower  of cost or  market  using
the  first-in first-out method.

         e. PROPERTY AND EQUIPMENT
            Expenditures  for property and  equipment are  capitalized  at cost.
Expenditures for maintenance, repairs and other renewals of items are charged to
expense.  The provision for depreciation is calculated  using the  straight-line
method based upon estimated useful lives as follows:

            Computer equipment     -    5 years
            Software               -    3 years
            Furniture and fixtures -    7 years

         f. DEFERRED SOFTWARE DEVELOPMENT COSTS
            Certain  development  costs for CD-rom  masters are  capitalized  in
accordance with SFAS No. 86 "Accounting for the Costs of Computer Software to be
Sold, Leased or Otherwise Marketed" and are reported at the lower of unamortized
cost or net realizable  value.  Amortization  will be taken  commencing with the
sales activity of the related product using the  straight-line  method and asset
lives approximating the retail sales life of the final product,  generally three
to five years.

         g. NET INCOME (LOSS) PER COMMON SHARE
            The net income  (loss) per common  share is computed by dividing the
net loss for the period by the weighted average number of shares outstanding.

         h. ESTIMATES
            The preparation of financial statements in conformity with generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions that affect certain reported amounts and disclosures.
Accordingly, actual results could differ from those estimates.

                                                           [MEDIAX\123198.FS]-12

                                                               F-30

<PAGE>

                               MEDIAX CORPORATION
                          (A Development Stage Company)
                          Notes to Financial Statements

         i. FAIR VALUE OF FINANCIAL INSTRUMENTS
            The fair values of cash and cash equivalents,  accounts  receivable,
short-term debt and accounts  payable  approximate cost because of the immediate
or short-term  maturity of these  financial  instruments.  The fair value of the
Company's  long-term  note  and  interest  receivable  from  officers  does  not
significantly differ from cost at December 31, 1998.

         j. INCOME TAXES
            Under SFAS 109,  "Accounting for Income Taxes",  deferred tax assets
and liabilities  are generally  determined  based on the difference  between the
financial  statements and the tax bases of assets and liabilities  using enacted
tax rates in  effect  for the years in which the  differences  are  expected  to
reverse. Recognition of a deferred tax asset is allowed if future realization is
more-likely-than-not.  The Company has provided a full  valuation  allowance for
its deferred tax asset  (relative to net operating loss  carryforwards)  because
its realization is not considered more-likely than-not.

            As of  December  31,  1998,  the Company  has a net  operating  loss
carryforward of approximately $4,479,000 available for income tax purposes. This
carry-forward expires in 2013.

            The Company's prior net operating losses totaling $268,000 expire in
years 2003 to 2010.  Usage of the earlier net operating  losses is limited based
on IRS Code Sec.  382.  This code section  limits the use of  pre-change  losses
whenever a stock  ownership  change of more than 50% occurs  within the "testing
period", which is generally a three-year period.

         Note 2:     GOING CONCERN
            The Company has minimal  capital  resources  presently  available to
meet  obligations  which  normally  can be  expected  to be  incurred by similar
companies,  and to  carry  out its  planned  operations  and has an  accumulated
deficit of  ($5,041,262) at December 31, 1998.  These factors raise  substantial
doubt about the Company's ability to continue as a going concern.

            Management believes that its cash flow requirements in the next year
can be met from its anticipated  cash flows from sales of music media and artist
specific  merchandise  over  amuZnet.com  and that the  Company  can also obtain
additional equity or debt financing. There is no assurance that the Company will
be able to obtain such  financing.  The  financial  statements,  herein,  do not
include any adjustments that might result from the outcome of this uncertainty.

         Note 3:     NOTE RECEIVABLE - OFFICER
            On December 6, 1995, $50,000 was loaned to the Company's  President.
The  uncollateralized  note bears  interest  at 4% per annum and is due in full,
along with interest,  on January 1, 2000.  Pursuant to the terms of the note, an
additional $50,000 was loaned on February 25, 1996 under the same terms. Accrued
interest at December 31, 1998 was $11,830.

         Note 4:     CONVERTIBLE SUBORDINATED DEBENTURES AND NOTES PAYABLE
         a. An uncollateralized  note payable to an unrelated party for $297,000
dated  November  15, 1995 had  interest at the bank's prime rate and was due the
earlier of November  15, 1997 or when the Company  raised  $500,000 or more in a
private  placement of its common  stock.  See Note 6c.,  herein,  regarding  the
conversion  of this note and accrued  interest of $20,547 into 40,000  shares of
the Company's common stock on May 9, 1997.

         b. Also  recorded  in  "Notes  payable-other"  is a $18,179  short-term
uncollateralized loan from a vendor with interest at 9.88% per annum.

                                                           [MEDIAX\123198.FS]-12

                                                               F-31

<PAGE>

                               MEDIAX CORPORATION
                          (A Development Stage Company)
                          Notes to Financial Statements

         c. On March 25,  1997,  the  Company  sold to an  accredited  unrelated
investor  for $450,000 a  convertible  debenture  which pays  interest at 2% per
annum  over the prime  rate of the Bank of  America,  calculated  monthly on the
principal  portion of  $350,000  from  February  11,  1997 and on the  principal
portion of $100,000  from March 25, 1997.  The debenture was due on February 28,
1998.

            On August 1, 1997,  the Company sold a convertible  debenture to the
same investor for $320,000,  which pays interest on the principal of $320,000 at
2% per annum over the prime rate of the Bank of America, calculated monthly from
August 1, 1997. The debenture was due on July 31, 1998.

            On March 1, 1998, the Company  replaced both  debentures  with a new
convertible  debenture for $850,000  which pays interest at the same rate as the
replaced  debentures above and is due on September 1, 1999. The principal sum of
the new debenture and any accrued  interest may be converted  into common shares
at any time  prior  to the due date at $1.75  per  share.  Accrued  interest  at
December 31, 1998 was $73,754.  On March 1, 1999 the investor converted $350,000
of principal into 200,000 shares of common stock (see Note 9, Subsequent Events)

         d. On May 26, and August 20, 1998,  the Company  sold to an  accredited
unrelated investor $300,000 and $195,000 convertible  debentures,  respectively,
which both pay  interest at the greater of 4% over the prime rate of the Bank of
America or 14%. The debentures are due on September 30, 1999 and March 30, 1999,
respectively,  and had  accrued  interest  at  December  31, 1998 of $25,315 and
$10,022, respectively.

         Note 5:     COMMITMENTS AND CONTINGENCIES

         a.      LEASE COMMITMENTS
                 The Company leases its corporate  offices in Culver City, CA on
a month-to-month basis for approximately $3,200 per month.

                 The Company leases space for its research and production studio
in Santa Cruz,  California  from an  unrelated  party under an  operating  lease
agreement  which expires June 30, 2000. The minimum lease  payments  required to
the end of the lease are as follows:

               YEAR                    AMOUNT
             -------             --------------
             1999                $       37,752
             2000                        18,876
                                  -------------
                                 $       56,628

                 Rental  expense for 1998 and 1997 for the Company's  Santa Cruz
studio and  corporate  offices  in Culver  City,  California  were  $70,869  and
$57,410, respectively.

                                                           [MEDIAX\123198.FS]-12

                                                               F-32

<PAGE>

                               MEDIAX CORPORATION
                          (A Development Stage Company)
                          Notes to Financial Statements

         b.      SALES TAX CONTINGENCY
                 Prior to 1997, the Company did not pay or charge sales taxes to
certain of its customers. The state of California has indicated that it believes
state sales taxes are applicable to the Company's sales. The Company's  position
is that it does not believe sales taxes are  applicable  to the Company's  sales
and  therefore  it has not  collected  any sales taxes from its  customers.  The
ultimate  outcome of this  matter  cannot be  predicted.  No  amounts  have been
accrued in the  financial  statements,  herein,  for any sales taxes which might
ultimately  be  determined  to be owed. If sales taxes were to be owed on all of
the Company's  California  sales to date,  approximately  $134,000 of such sales
taxes would be due, plus any applicable interest and penalties.

         d.      OTHER COMMITMENTS
                 During the normal  course of its business,  the Company  enters
into professional  services contracts requiring future payments.  As of December
31, 1998,  the Company had  committed to pay $30,000  remaining on a promotional
services contract.

         Note 6:     COMMON STOCK AND STOCK OPTIONS
         a.      REORGANIZATION
                 On February  24, 1996,  the Company  acquired all of the issued
and outstanding shares of Zeitgeist, Inc. (a Nevada corporation) in exchange for
1,250,000 shares of its common stock. The effect of this reorganization has been
retroactively restated to the March 30, 1995 inception date of Zeitgeist, Inc.

         b.      ACQUISITION OF MEDIAX, INC. BY ZEITGEIST, INC.
                 On June 27,  1996,  the Company  issued  203,750  shares of its
common  stock for all of the issued and  outstanding  shares of MediaX,  Inc., a
California  S-corporation engaged in the business of developing,  publishing and
distributing  interactive  CD-rom and Internet  content.  Pursuant to the merger
agreement,   the  Company's  largest   shareholder  Assisi  Limited  Partnership
("Assisi") (owned 100% by the Company's President)  surrendered for cancellation
203,750 shares of common stock.

         c.      CONVERSION OF NOTE PAYABLE
                 On March 21,  1996,  the  Company  converted  $300,000 of notes
payable and $8,000 of accrued  interest  due to an  unrelated  party into 15,400
shares of common  stock at $20 per share.  On May 9, 1997 the Company  converted
$297,000  of notes  payable  and  $20,547  of  accrued  interest  due to another
unrelated  party into 40,000 shares of common stock at $7.94 per share (see Note
4a.).

         d.      PRIVATE SALES / OPTIONS / WARRANTS
                 During June and July 1996,  2,510 shares were sold to unrelated
private  investors  for cash proceeds of $52,200.  During  November and December
1996,  35,000 shares were sold to unrelated  private investors for cash proceeds
of $350,000.

                 During  1997,  119,231  shares were sold to  unrelated  private
investors for net proceeds of $1,052,000.  19,231 of theses shares each included
an option to purchase a share of common stock at an exercise price of $15.00 per
share.  35,000 of these shares each included as warrant to purchase one share of
common stock at an exercises price of $13.00 per share.  10,000 of theses shares
each  included a warrant to  purchase  one share of common  stock at an exercise
price of $12.00 per shares.  All options  are  exercisable  for up to five years
from the date of sale.

                 During April to December  1998, the Company sold 468,313 shares
to an  accredited  unrelated  investor for  proceeds of $500,000  pursuant to an
agreement which grants to this investor and several other  accredited  unrelated
investors  non-dilutable  and  dilutable  warrants to  purchase up to  3,180,130
shares of common stock at varying prices tied to the average market bid ten days
prior to being  exercised.  The  warrants  expire from April 28 to  September 7,
2001.  200,000  of  these  warrants  were  exercised  during  December  of 1998,
resulting in the issuance of 200,000 shares for proceeds of $20,000

                                                           [MEDIAX\123198.FS]-12

                                                               F-33

<PAGE>

                               MEDIAX CORPORATION
                          (A Development Stage Company)
                          Notes to Financial Statements

                 Another accredited  unrelated investor purchased 124,000 shares
during February 1998 for proceeds of $200,000. These purchases included warrants
to purchase up to 30,000 additional  shares at $15.00 per share.  These warrants
expire in February 2001.

         e.      STOCK ISSUED FOR CONSULTING AND PROFESSIONAL SERVICES
                     On April 20,  1996,  the Company  issued  12,500  shares of
common stock to an unrelated third party
consultant in exchange for services  rendered.  The Company  granted  options to
purchase up to 25,000 shares of the Company's  common stock at $20.00 per share.
These options expire on April 20, 1999.

                 On April 20,  1997,  the Company  issued 7,500 shares of common
stock to an unrelated financial public relations consultant. The Company granted
options to purchase a total of 45,000  shares of the  Company's  common stock in
three   blocks  of  15,000   shares  at  $2.50,   $5.00  and  $7.50  per  share,
respectively..

                 On July 21,  1997,  the Company  engaged a firm to act as sales
representative for the Company's software. The Company granted the principals of
the firm  options to purchase  25,000  shares of the  Company's  common stock at
$11.25 per share.

                 On August  12,  1997,  the  Company  engaged a firm to  provide
investor and public  relations  services for the Company for a term of one year.
The Company  granted the firm options to purchase 45,000 shares of the Company's
common stock at $13.80 per share.

                 On November 4, 1997, the Company issued 40,000 shares of common
stock  to  an  unrelated  third  party  in  exchange  for  $600,000  of  prepaid
advertising  costs.  During 1997 three other  consultant were granted options to
purchase up to 11,000 shares of common stock at $8.00 to $8.75 per share.

                 The  following  options  were granted  during  1998.  In July a
public relations  consultant was granted options to purchase up to 25,000 shares
of the Company's common stock at $4.00 per share. During December two investment
advisors were granted  options to purchase up to 100,000 shares of the Company's
common stock at $.50 each. Two business  transition  specialists  assisting with
e-commerce  business  were  granted  options to purchase  up to 105,000  shares,
75,000 at $.98 per share and 30,000 at the bid value on the date of exercise.

         f.      STOCK OPTION PLAN
                 In December 1998 the Company amended the incentive stock option
plan  originally  adopted in April 1996. The plan now authorizes the issuance of
options to purchase up to 500,000  shares of the  Company's  common  stock.  All
options granted must have an exercise price no less than the stock's fair market
value on the date of grant.  The options expire on December 10, 2008.

                                                           [MEDIAX\123198.FS]-12

                                                               F-34

<PAGE>

                               MEDIAX CORPORATION
                          (A Development Stage Company)
                          Notes to Financial Statements

         g.      REVERSE STOCK SPLIT
                 Effective   November  18,  1998,  the  Company's   stockholders
approved a 1 for 10 reverse stock split.  Information included in the statements
herein has been adjusted to reflect this reverse spit.

         Note 7:     RELATED PARTY TRANSACTIONS
         a.      LOANS TO OFFICER
                 See  Note 3,  herein,  regarding  loans  made to the  Company's
President.

         b.      COMMITMENT - EMPLOYMENT AGREEMENTS
                 Effective January 1, 1996, the Company entered into a four-year
employment  agreement with its President under which the Company is obligated at
December  31, 1998 to pay  $179,167 of base salary from January 1 to October 31,
1999.

                 Unless  terminated by either party upon 60 days written notice,
this agreement will automatically  renew for additional two-year terms after the
initial four-year term expires.

                 Effective June 26, 1996, the Company  entered into a three-year
employment  agreement with its Executive  Vice-President by which the Company is
obligated  at December  31, 1998 to pay $77,500 of base salary from January 1 to
June 30,1999.

                 Both of these agreements also provide for a bonus at the end of
each fiscal  quarter as  determined  by the  Company's  Board of  Directors.  No
bonuses  have been  declared or paid since  inception.  Both the  President  and
Executive Vice-President may voluntarily terminate their employment at any time.

         c       CONSULTING FEES TO OFFICER/DIRECTOR
                 Beginning  August 1,  1998,  the  Company's  chairman  provides
full-time  services  to the  Company  pursuant  to a month to  month  consulting
agreement requiring $10,000 for each month worked. As such, the Company expensed
and paid Mr. Poertner  $50,000 and $6,000,  respectively,  during the year ended
December 31, 1998, and owed Mr. Poertner $44,000 as of December 31, 1998.

         Note 8:     WRITE-OFF OF SOFTWARE DEVELOPMENT COSTS
                 "Peter  Norton - PC Guru"  was the  Company's  primary  product
introduction  on CD rom prior to a major shift in the  Company's  business  plan
occurring  during the second  half of 1998 (see Note 1a).  During 1996 and 1997,
the  Company  capitalized  $300,000 of software  development  costs  incurred in
producing the production master. These costs were to be amortized over the shelf
life of the product.  During the fourth quarter of 1998, it was determined  that
this product would not gain significant additional sales beyond 1998, therefore,
the remaining  unamortized  costs of $255,000 were written-off in the Statements
of Operations, herein.

                 Note 9: SUBSEQUENT EVENTS
                 On  March  1,  1999  the  investor   holding  the   convertible
subordinated  debenture  referred  to in Note 4c,  herein,  elected  to  convert
$350,000 of note principal into 200,000 shares of the Company's common stock and
the  debenture  holder  exercised an option to purchase  20,000  shares at $1.00
each.

                 In  February  of  1999,  a  financial  and a  legal  compliance
specialist  were each given  10,000  shares of stock in  exchange  for  services
rendered and two  investment  advisors  were given  190,000  shares for services
rendered.

                 Since December 31, 1998, the Company has sold 210,000 shares to
accredited  unrelated  investors  for proceeds of $291,500 and issued  1,055,000
shares of stock pursuant to warrant  conversions (by the investors  mentioned in
Note 6d) for proceeds of $237,250.

                                                           [MEDIAX\123198.FS]-12

                                                               F-35

<PAGE>

                               MEDIAX CORPORATION
                          (A Development Stage Company)
                          Notes to Financial Statements

                 As of  March  26,  1999,  there  are  4,075,375  shres  of  the
Company's  common stock issued and  outstanding  and options exist to convert an
additional 2,600,361 shares at prices ranging from $.50 to $20 per share.

                 During March 1998, the Company entered into an agreement with a
media service  provider to acquire 1 million  dollars of  advertising  credit in
exchange for 200,000  restricted shares of the Company's common stock. As of the
date this Report,  the Company has not utilized any of the media  credits and no
stock has been issued.

         Note 10:    401(K) RETIREMENT PLAN
                 On January 1, 1998,  the Company  adopted a Section 401 (k) tax
sheltered  annuity  program in which each full time employee with at least three
months of service may  contribute  up to 15% of his/her  gross  salary ( up to a
maximum of $9,500  adjusted  annually for inflation)  annually on a tax-deferred
basis.  This  company  is not  required  at  this  time  to  make  any  employer
contributions to the plan

                                                           [MEDIAX\123198.FS]-12

                                                               F-36

<PAGE>

                                  EXHIBIT 10.4

                        FINANCE AND CONSULTING AGREEMENT

         April 8, 1998

         The  intent of this  agreement  is to bring  financing  and  consulting
services to MediaX. Under the terms set forth in this agreement Ted Ralston will
supply  financing of up to $500,000 and  necessary  consulting  services  over a
6-month period from the date of this agreement.

         Funding

     - The first  $100,000 on execution of this agreement at .25 cents per share
     of MediaX common stock with a warant attached, that can be exercised at .40
     cents.  Shares and  warrants are to be  registered  within 90 days from the
     date of this  agreement.  Should the shares not be  registered on or before
     this  date,  a 10%  monthly  penalty  amount is due to be paid by MediaX in
     shares.  MediaX is obligated to keep the registration  current for a period
     of at least 12 months.

     - The  second  $100,000  are to be  invested  within  20 days of the  first
     investment.   The   shares  are  going  to  priced  at  .25  cents  with  a
     corresponding  warrant at .40 cents,  both to carry immediate  registration
     rights according to paragraph one.

     - The third,  fourth and fifth  investments  are to be at a 20% discount to
     the bid  over a  moving  10 day  average  prior  to the  investment  with a
     corresponding  warrant at 200% of the share price.  All shares and warrants
     have demand registration rights after a 90-day period.

MediaX  has the  right to  cancel  this  agreement  any time  after  the  second
investment for no cause. If any of the stages of the financing are not completed
within the agreed upon time frame,  unless so caused by MediaX,  a fifty percent
(50%) forfeiture of warrants granted under this agreement may be applied.

The consultant  confirms that he is familiar with MediaX's  business and has all
the necessary information to enter into this agreement.

/s/  Ted Ralston
-----------------------------
     Ted Ralston

/s/   Nancy Poertner
-----------------------------
     Nancy Poertner, MediaX

                                                           [MEDIAX\123198.FS]-12

                                                               37

<PAGE>

                                  EXHIBIT 10.5

                              CONSULTING AGREEMENT

     2. Parties:  This agreement,  which constitutes a legally-binding  contract
     with venue in the State of Florida,  is hereby voluntarily  entered into by
     and between  The Globus  Group,  Inc.,  a Nevada  corporation,  hereinafter
     referred  to as "GG",  and MEDIA X,  Inc.,  a publicly  traded US.  Company
     trading  under the current  ticker  symbol of MXMXD,  on the NASDAQ  OTC-BB
     stock exchange hereinafter referred to as "the client."

     3.  Purpose:  The  purpose  of  this  contract  is  to  define  the  terms,
     conditions,  and  compensation  required  for  the client to retain GG as a
     marketing  consultant/promoter  of  company.  Herein  are the sole explicit
     terms  and  conditions  of  this  agreement,  which  upon  execution become
     irrevocable for a period of 90 days.

     4. Term & Conditions: For its part, GG shall use it's proprietary resources
     and  contacts  to  promote  and  disseminate  factual  information,   press
     releases,  company  announcements,  and/or third-party  endorsements (where
     applicable) in accordance with all applicable  federal and state laws. This
     information  shall be pre-approved  by the client.  Said promotion shall be
     conducted on a best efforts basis,  and no guarantees are made nor implied.
     GG also  agrees to research  and  identify  other  potential  new  business
     opportunities  for the client  especially  those capable of generating  new
     revenue  streams,  merger  candidates,  as  well  as new  financial/funding
     resources.  GG shall  provide  the client  with a report  summarizes  these
     opportunities with a proposed action plan.

3.1 The volume of said promotion shall be accordance and at the rate approved by
the client in advance as per the letter of agreement (Attached Exhibit "A"), and
be conducted  immediately  upon receipt of cleared  expense funds  equivalent to
$65,000 and upon execution of this contract.

     2.2 The client shall review, initial, and date all proofs of material to be
     disseminated by GG promptly upon receipt and returned to GG within 48 hours
     of receipt so as not to delay the promotion process. Failure to return said
     material  provided by Globus  within 48 hours negates any and all deadlines
     set forth herein that bears upon GG's performance.

     2.3 It is agreed that all relative  expenses shall be prepaid by the client
     in advance,  specifically  $65,000 US dollars. The client acknowledges that
     said promotion will generate  significant  telecommunications  costs, which
     are the sole  responsibility  of the  client and said costs will not exceed
     $40,000,  and total expenses  shall not exceed $65,000  without the express
     written  consent of the  client.  Payment of these  expense  funds shall be
     $15,000 upon execution of this contract,  $20,000 before December 20th, and
     the balance of $30,000 paid to GG no later than January 15th, 1999.

     2.4 GG at its  discretion  shall  target  the most  influential  parties as
     recipients of the client's  promotional  material  which may include market
     makers, stockbrokers,  accredited investors,  financial news services, etc.
     and commence  dissemination  of same upon receipt of cleared expense moneys
     and  promotional  material,  and continue  until said funds are expended or
     until the client other wise directs.

     2.5 Although the client reserves the right to review GG's contact  database
     at Globus offices,  said database is the sole  proprietary  property of GG,
     and client is not entitled to copies of same for any purpose.

     2.6  During  the 90 day  effective  period  of this  contract,  the  client
     irrevocably agrees to fully refrain from authorizing any and all Regulation
     S  offerings,  reverse  splits,  or any  dilution  of the  shares  that are
     currently  issued and  outstanding  in excess of 15%,  including the shares
     issued to GG.  Furthermore the client will secure voluntary 90 day lock-ups
     of all insider shares for the next 90 consecutive  days.  Violation of this
     clause automatically entitles GG to full payment and immediate disbursement
     of all compensation specified herein.

                                                           [MEDIAX\123198.FS]-12

                                                                38

<PAGE>

     2.7 The client  agrees to furnish GG with any and all  company  information
     requested and required for promotional material and due diligence within 48
     hours  of  written  request.  Information  provided  must be  accurate  and
     complete.   GG  irrevocably  agrees  to  keep  said  information   strictly
     confidential  and  not  disclose  any of  said  information  without  prior
     approval of client.  If client fails to produce said information  within 48
     hours;  all deadlines  specified  herein that bear upon GGs performance are
     automatically negated. The client is further obligated to provide GG copies
     of DTC sheets every 15 days and for day  immediately  prior to commencement
     of  promotion  and a copy of the  company's  shareholder  list.  Failure to
     provide  these  documents  will  result  in  the  automatic  suspension  of
     promotion/services by GG until such time as said documents are delivered.

     2.8  GG  hereby  irrevocably  agrees  to  fully  refrain  from  any  direct
     fundraising activities on behalf of the client.

     3 Compensation:  For its services  rendered,  it is agreed that GG shall be
     compensated  with fees totaling  180,000 common shares of MXMXD @ $ .50 US$
     per  share),  90,000  shares of which are to be free  trading and the other
     90,000 shares are to be  restricted  for one year.  All of said  restricted
     shares are to be issued  immediately upon execution of this contract to GG.
     GG irrevocably  agrees not to sell off any of the free trading shares for a
     minimum period of 90 days. Should GG identify and secure merger/acquisition
     candidates approved by the board, not previously  introduced to the client,
     and or any other contact that directly or indirectly  results in generating
     a new  source  of  revenue  for the  client,  GG  shall  be paid a bonus of
     $100,000 US$ or the  equivalent  in free trading  common stock for each new
     revenue stream valued at more than $500,000 per annum generated and paid in
     full on the first generation of said new revenues.  GG shall also be paid a
     10%  commission  (gross) on any and all new wholesale or retail sales order
     accounts GG introduces to the client  directly or indirectly.  In addition,
     200,000 2-year warrants with a strike price of $.50 will also be paid to GG
     by the  client.  Said  free-  trading  shares  and all but  100,000 of said
     warrant  shall be escrowed for a thirty day trial period and released to GG
     only if client satisfied with work product after 30 days.

     3.1  Should  the  client  breach  any  of  the  terms  herein,  any and all
     compensation escrowed will be immediately released to GG.

5.  Indemnification:  Both parties herein hereby irrevocably agree to fully hold
harmless and  indemnify  the other party for any  unrelated  cause,  action,  or
litigation.  Each party is solely  responsible  and liable for it's own actions,
omissions,  and  negligence/oversight,  and any and all damages  resulting  from
same.  Nothing in this agreement  shall render either party a general partner or
employee of the other.

6.  Termination: GG may at its discretion,  terminate this agreement at any time
the  client's  fails  to  comply  with the terms and conditions herein, or those
specified in Exhibit A, or for any of the following reasons.
     a.)     Late or non-payment of expense moneys and/or stock, and/or warrants
     b.)     Failure  of  the client to provide GG with current DTC sheets every
             15 days.
     c.)     The  client  dilutes  shareholders more than ten percent during the
             period of time that said promotion is in effect.
     d.)     The client  fails  to disclose or misrepresents any pertinent facts
             or data.
     e.)     Insider short-selling or sell offs occur.
     f.)     The client is named as a defendant in a criminal matter.
     g.)     The  client  allows a Regulation S transaction to take place during
             the period of promotion.
     h.)     Failure of the client to provide weekly news releases to GG.

In the  event of  termination  by GG for any of the above  reasons,  GG shall be
released  from all  further  obligations  and all fees and  expense  money  paid
through the date of termination date will not be refunded.

                                                           [MEDIAX\123198.FS]-12

                                                                39

<PAGE>

The client may  terminate  this  contract if after thirty days (30) they are not
for any reason,  satisfied  with the work of GG, in which case,  both the client
and GG shall be released from all further obligations,  and all fees and expense
moneys  paid to date  will  not be  refunded,  but any  fees  escrowed  shall be
reclaimed  by the  client  in  full.  The  client  may  extend  the term of this
promotion in accordance  with Exhibit A attached by giving  written  notice with
additional payment to GG within the next 60 days of this date.

     9.   Disclosure:   Both  parties   hereby   irrevocably   agree  to  strict
     non-disclosure  of our mutual  relationship,  GG's proprietary  methods and
     strategies,  and client's confidential information to any third party (ies)
     unless so ordered by an official  court of law,  legal  counsels  excepted.
     Copies of this  agreement  are  prohibited as well as its  distribution  or
     disclosure  of  terms/conditions  or  review by any  third  parties,  legal
     counsels excepted.

     10.  Venue: Legal venue is, and shall forever remain the State of Florida.

     11. Recourse:  Should this contract be breached, both parties reserve their
     rights to legal  recourse  and remedy under the Florida  civil  codes,  and
     should an  official  court of law find cause to allow a civil  action,  the
     party  offended as determined by an official court of law shall be entitled
     to related damages  allowed,  as well as any and all related legal fees and
     court costs incurred  pertinent to that action.  In the event of a dispute,
     binding arbitration may be utilized if both parties hereto consent.

     12.  Acknowledgement:  The consultant hereby  acknowledges that engaging in
     market  transactions  in the client's  company stock while in possession of
     such information or revealing such material  non-public  information to any
     other person  engaging in market  transactions in the client's common stock
     would be a violation of US.  Securities  laws  possibly  subject GG and the
     client to civil and criminal  sanctions.  GG hereby  irrevocably  agrees to
     refrain from such transactions. Both parties further acknowledge and affirm
     that no  compensation is being paid based upon the performance of any stock
     trade activity as prohibited by law.

     13.  Affirmation:  Both parties  hereby declare and warrant that they enter
     into  this  agreement  voluntarily,  in  good  faith,  and  with  honorable
     intentions  to fully  comply  with all the terms and  conditions  specified
     herein.  Both parties  further  acknowledge  and affirm that this agreement
     constitute  the entire  agreement by which their  actions will be directed,
     governed, and guided accordingly, and this agreement may only be amended by
     the mutual  written  consent of both  parties  contained  in a  superseding
     agreement.

     14.  Warranty:  Client hereby  warrants  that all free  trading,  preferred
     convertible  and  restricted  shares  with  their  respective  holders  are
     identified  on the  attached  exhibit  B  shares  and no other  shares  are
     unaccounted  for.  Client further  warrants that it is not the defendant in
     any  lawsuit,  nor is the  subject  of an  NASDR/SEC  or  other  government
     investigation  known to the client.  Failure to accurately disclose any and
     all of said  shares  on  attached  Exhibit  B shall  be  grounds  for  GG's
     immediate suspension of service/promotion and GG's fees shall be deemed due
     and payable in full.

Hereby  irrevocably  and  voluntarily  agreed  in good  faith  this  10th day of
December, 1998, here in Dade County, Florida, by and between:

/s/  Anthony DiMarco
-----------------------------
     Anthony DiMarco, for GG

/s/  Rainer Poertner
-----------------------------
     Rainer Poertner, The Client

                                                           [MEDIAX\123198.FS]-12

                                                                40

<PAGE>

                                  EXHIBIT 10.6

                              CONSULTING AGREEMENT

This  Consulting  agreement  (the  "Agreement")  is made as of this  16th day of
December,  1998 by and between  Winchester  Investment  Securities,  40 Exchange
Place,  Suite 401, New York, NY 1005 (the  "Consultants") and MediaX Corporation
(the "Client"),  a Nevada  corporation whose principal place of business is 2588
National Boulevard, Culver City, California 90232.

WHEREAS:

1.  Consultant  is willing and capable of  providing on a "best  efforts"  basis
various consulting services for potential business development opportunities and
for the raising of funds for and on behalf of Client.

2. Client  desires to retain the  Consultant as an  independent  consultant  and
Consultant desires to be retained in that capacity upon the terms and conditions
hereinafter set forth.

NOW  THEREFORE,   in   consideration  of  the  mutual  promises  and  agreements
hereinafter  set  forth,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged, the parties hereto agree as follows:

     15.  Consulting  Services.  Client  hereby  retains  the  Consultant  as an
     independent  consultant to the Client and the Consultant hereby accepts and
     agrees to such retainer. Consultant shall render to Client such services of
     an  advisory  or  consultative  nature in order to  identify  and  generate
     potential business development opportunities and to raise funds for Client.

     16. Time,  Place and Manner of Performance.  Consultant  shall be available
     for advice and  counsel to the  officers  and  directors  of Client at such
     reasonable and convenient times and places as may be mutually agreed upon.

     17. Term. The term of this  Agreement  shall commence as of the date hereof
     and continue  until December 1999 and then renew itself  automatically  for
     additional one-year terms, if not terminated by either party.

     18.  Compensation.  Consultant  shall  receive  compensation  as set out in
     Appendix "A" of this agreement.

     19.  Termination.  This  agreement  may be  terminated  at any point  after
     September 1999, by Consultant or Client upon thirty-(30) days prior written
     notice.

     20. Disclosure of Information.  Consultant recognizes and acknowledges that
     he has and may have access to certain  confidential  information  of Client
     and its  affiliates  that are  valuable,  special  and  unique  assets  and
     property  of Client and such  affiliates.  Consultant  will not,  during or
     after the term of this  Agreement,  disclose,  without  the  prior  written
     consent or authorization of Client,  any of such information to any person,
     except  to  representatives  of  Consultant,  for  any  reason  or  purpose
     whatsoever.  In this  regard,  Client  agrees  that such  authorization  or
     consent to disclosure  may be conditioned  upon the  disclosure  being made
     pursuant to a secrecy  agreement,  protective order,  provision of statute,
     rule,  regulation  or  procedure  under  which the  confidentiality  of the
     information  is  maintained  in  the  hands  of  the  person  to  whom  the
     information  is to be  disclosed  or in  compliance  with  the  terms  of a
     judicial order or administrative process.

     21.  Nature of  Relationship.  It is  understood  and  acknowledged  by the
     parties that Client is retaining  Consultant in an independent capacity and
     that in this connection,  Consultant  hereby agrees,  not to enter into any
     agreement or incur any  obligation on behalf of Client  without the written
     consent of Client.

                                                           [MEDIAX\123198.FS]-12

                                                                41

<PAGE>

     22. Conflict of Interest.  Consultant shall be free to perform services for
     other persons provided that it shall obtain Client's prior written approval
     if it intends to provide consulting services for any other person which may
     conflict with its obligations hereunder.

     23. Indemnification by Client. Client agrees to indemnify and hold harmless
     Consultant against any losses, claims, damages, liabilities and/or expenses
     (including any legal or other expenses reasonably incurred in investigating
     or  defending  any  action  or  claim in  respect  thereof)  to  which  the
     Consultant may become subject to arising from this Agreement or the actions
     of Client or any of its  directors,  officers  or  affiliates.  Client will
     comply with all of the  applicable  laws of the  Securities Act of 1933 and
     the Securities Exchange Act of 1934, as amended.

     24. Indemnification by Consultant.  Consultant agrees to indemnify and hold
     harmless Consultant against any losses, claims, damages, liabilities and/or
     expenses  (including  any legal or other  expenses  reasonably  incurred in
     investigating or defending any action or claim in respect thereof) to which
     the  Consultant  may become  subject to arising from this  Agreement or the
     actions of  Consultant  or any of its  directors,  officers or  affiliates.
     Consultant  will comply with all of the  applicable  laws of the Securities
     Act of 1933 and the Securities Exchange Act of 1934, as amended.

     25.  Waiver  of  Breach.  Any  waiver  by  either  party of a breach of any
     provision  of this  Agreement  by the other  party  shall not operate or be
     construed as a waiver of any subsequent breach by the other party.

     26.  Assignment.  This  Agreement  and the  rights and  obligations  of the
     parties  hereunder shall not be assigned without the prior written approval
     of the other and shall  inure to the  benefit of and shall be binding  upon
     their successors and assigns.

     27.  Arbitration.  Any controversy or claim between the parties arising out
     of or relating to this  Consulting  Agreement or any alleged breach thereof
     shall  be  resolved  by  arbitration  conducted  in  greater  Los  Angeles,
     California  in  accordance  with the  Commercial  Arbitration  Rules of the
     American  Arbitration  Association  then in effect,  and judgment  upon the
     award rendered by the arbitrator in any such  arbitration may be entered in
     any federal or state court having  jurisdiction  thereof.  Either party may
     submit such  controversy or claim for arbitration by giving written notice.
     The decision of the arbitrator shall be final and binding upon the parties.
     The prevailing party in any such  arbitration  shall be entitled to recover
     from  the non  prevailing  party  in  addition  to all  other  relief,  all
     reasonable costs and expenses,  including,  without  limitation,  attorneys
     fees,  expert witness fees and travel  expenses  actually  incurred by such
     party  in   connection   with  such   arbitration.   Each  of  the  parties
     unconditionally  submits to the  jurisdiction of the courts of the State of
     California and of the United States with respect to the enforcement of this
     provision or any  arbitration  award hereunder and agrees to accept service
     of process in California.

     28.  Severability.  All  agreements  and  covenants  contained  herein  are
     severable,  and in the event any of them shall be held to be invalid by any
     competent  court,  the Agreement  shall be  interpreted  as if such invalid
     agreements or covenants were not contained herein.

     29. Entire  Agreement.  This Agreement  constitutes and embodies the entire
     understanding  and agreement of the parties and supersedes and replaces all
     prior understandings, agreements and negotiations between the parties.

     30. Waiver and Modification.  Any waiver, alteration or modification of any
     of the provisions of this Agreement  shall be valid only if made in writing
     and signed by the parties hereto. Each party hereto, from time to time, may
     waive any of its rights hereunder  without  effecting a waiver with respect
     to any subsequent occurrences or transactions hereof.

     31. Counterparts.  This Agreement may be executed in counterparts,  each of
     which shall be deemed an original  but both of which taken  together  shall
     constitute but one and the same document.

                                                           [MEDIAX\123198.FS]-12

                                                                42

<PAGE>

IN WITNESS  WHEREOF,  the parties  hereto have duly executed and delivered  this
Agreement as of the day and year first above written.

Winchester Investments Securities Inc.  MediaX Corporation

                                        Per: Nancy Poertner, CEO & President

APPROVED BY ALL DISINTERESTED MEMBERS OF THE BOARD OF DIRECTORS

Per: Chairman

Per: Director

Per: Director

                                  APPENDIX "A"

                                  Compensation

     1. Winchester shall receive 10% commission in cash and an additional 10% in
     restricted  common  shares based on the total  amount of funding  raised by
     Winchester for MediaX.

     2.  Calculation  for the  number of shares is based on the  offering  share
     price of _____,  divided into the amount paid as cash  compensation  on the
     total amount of finds raised., i.e. :


                  Amount raised             $250,000.-
                  Share Price               $1.00
                  Cash Commission           $25,000.-
                  Options                   25,000 units

                                                           [MEDIAX\123198.FS]-12

                                                                43

<PAGE>

                                  EXHIBIT 10.7

                              CONSULTING AGREEMENT

This  Consulting  agreement  (the  "Agreement")  is made as of this  21st day of
November, 1998 by and between Arnold Stiefel, 2335 Bowmont Drive, Beverly Hills,
CA 90210 (the  "Consultant")  and MediaX  Corporation  (the "Client"),  a Nevada
corporation whose principal place of business is 2588 National Boulevard, Culver
City, California 90232.

WHEREAS:

1.  Consultant  is willing and capable of  providing on a "best  efforts"  basis
various consulting services for potential business development opportunities for
and on behalf of Client.

2. Client  desires to retain the  Consultant as an  independent  consultant  and
Consultant desires to be retained in that capacity upon the terms and conditions
hereinafter set forth.

NOW  THEREFORE,   in   consideration  of  the  mutual  promises  and  agreements
hereinafter  set  forth,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged, the parties hereto agree as follows:

     3.  Consulting  Services.  Client  hereby  retains  the  Consultant  as  an
     independent and  non-exclusive  consultant to the Client and the Consultant
     hereby  accepts and agrees to such  retainer.  Consultant  shall  render to
     Client such  services of an  advisory  or  consultative  nature in order to
     identify and generate  potential  business  development  opportunities  for
     Client,  specifically  resulting in contracts  with credible  entertainment
     entities  or   personalities  as  per  appendix  "A"  for  the  design  and
     maintenance  of their web site on the  Internet  and the rights to sell the
     entity's or personality's merchandise on-line exclusively.  Consultant will
     from time to time  issue  verbal or  written  reports  to inform  Client on
     Consultant's activities.

     4. Time, Place and Manner of Performance. Consultant shall be available for
     advice  and  counsel  to the  officers  and  directors  of  Client  at such
     reasonable and convenient times and places as may be mutually agreed upon.

     5. Term.  The term of this  Agreement  shall commence as of the date hereof
     and  continue  until the later of (a)  November  2000 and then renew itself
     automatically for additional  one-year terms.  Entering into contracts with
     entities proposed by the Consultant is at the Company's discretion.

     6.  Compensation.  In  consideration  of these services client shall,  upon
     execution of this  agreement  grant options to convert 50,000 shares of the
     common  stock  of the  company  at a strike  price  of  $0.98 as a  general
     consulting  fee. In addition,  consultant will receive 20,000 stock options
     to convert  into shares of the common  stock of MediaX  Corporation  at the
     fair  market  value at the time of  signing of a  contract  for  additional
     entertainment entities or personalities, as described in paragraph 1 above,
     which will be signed based on the efforts of the consultant.

     7. Expenses.  All expenses  inccurred by the Consultant in connection  with
     the services will be born by the Consultant .

     8.  Termination.  This  agreement  may be  terminated  at any  point  after
     November  2000, by Consultant or Client upon thirty (30) days prior written
     notice.

     9. Disclosure of Information.  Consultant  recognizes and acknowledges that
     he has and may have access to certain  confidential  information  of Client
     and its  affiliates  that are  valuable,  special  and  unique  assets  and
     property  of Client and such  affiliates.  Consultant  will not,  during or
     after the term of this  Agreement,  disclose,  without  the  prior  written
     consent or authorization of Client,  any of such information to any person,
     except  to  representatives  of  Consultant,  for  any  reason  or  purpose
     whatsoever.  In this  regard,  Client  agrees  that such  authorization  or
     consent to disclosure  may be conditioned  upon the  disclosure  being made
     pursuant to a secrecy agreement, protective order, provision of statute,

                                                           [MEDIAX\123198.FS]-12

                                                                44

<PAGE>

     rule,  regulation  or  procedure  under  which the  confidentiality  of the
     information  is  maintained  in  the  hands  of  the  person  to  whom  the
     information  is to be  disclosed  or in  compliance  with  the  terms  of a
     judicial order or administrative process.

     10.  Nature of  Relationship.  It is  understood  and  acknowledged  by the
     parties that Client is retaining  Consultant in an independent capacity and
     that in this connection,  Consultant  hereby agrees,  not to enter into any
     agreement or incur any  obligation on behalf of Client  without the written
     consent of Client.

     11. Conflict of Interest.  Consultant shall be free to perform services for
     other persons provided that it shall obtain Client's prior written approval
     if it intends to provide consulting services for any other entities who are
     in direct competition with the Client.

     12. Indemnification by Client. Client agrees to indemnify and hold harmless
     Consultant against any losses, claims, damages, liabilities and/or expenses
     (including any legal or other expenses reasonably incurred in investigating
     or  defending  any  action  or  claim in  respect  thereof)  to  which  the
     Consultant may become subject to arising from this Agreement or the actions
     of Client or any of its  directors,  officers  or  affiliates.  Client will
     comply with all of the  applicable  laws of the  Securities Act of 1933 and
     the Securities Exchange Act of 1934, as amended.

     13. Indemnification by Consultant.  Consultant agrees to indemnify and hold
     harmless Client against any losses,  claims,  damages,  liabilities  and/or
     expenses  (including  any legal or other  expenses  reasonably  incurred in
     investigating or defending any action or claim in respect thereof) to which
     the  Consultant or Client may become subject to arising from this Agreement
     or  the  actions  of  Consultant  or  any of  its  directors,  officers  or
     affiliates,  based on gross negligence.  Consultant will comply with all of
     the  applicable  laws  of the  Securities  Act of 1933  and the  Securities
     Exchange Act of 1934, as amended.

     14.  Waiver  of  Breach.  Any  waiver  by  either  party of a breach of any
     provision  of this  Agreement  by the other  party  shall not operate or be
     construed as a waiver of any subsequent breach by the other party.

     15.  Assignment.  This  Agreement  and the  rights and  obligations  of the
     parties  hereunder shall not be assigned without the prior written approval
     of the other and shall  inure to the  benefit of and shall be binding  upon
     their successors and assigns.

     16.  Arbitration.  Any controversy or claim between the parties arising out
     of or relating to this  Consulting  Agreement or any alleged breach thereof
     shall  be  resolved  by  arbitration  conducted  in  greater  Los  Angeles,
     California  in  accordance  with the  Commercial  Arbitration  Rules of the
     American  Arbitration  Association  then in effect,  and judgment  upon the
     award rendered by the arbitrator in any such  arbitration may be entered in
     any federal or state court having  jurisdiction  thereof.  Either party may
     submit such  controversy or claim for arbitration by giving written notice.
     The decision of the arbitrator shall be final and binding upon the parties.
     The prevailing party in any such  arbitration  shall be entitled to recover
     from  the non  prevailing  party  in  addition  to all  other  relief,  all
     reasonable costs and expenses,  including,  without  limitation,  attorneys
     fees,  expert witness fees and travel  expenses  actually  incurred by such
     party  in   connection   with  such   arbitration.   Each  of  the  parties
     unconditionally  submits to the  jurisdiction of the courts of the State of
     California and of the United States with respect to the enforcement of this
     provision or any  arbitration  award hereunder and agrees to accept service
     of process in California.

     17.  Severability.  All  agreements  and  covenants  contained  herein  are
     severable,  and in the event any of them shall be held to be invalid by any
     competent  court,  the Agreement  shall be  interpreted  as if such invalid
     agreements or covenants were not contained herein.

     18. Entire  Agreement.  This Agreement  constitutes and embodies the entire
     understanding  and agreement of the parties and supersedes and replaces all
     prior understandings, agreements and negotiations between the parties.

                                                           [MEDIAX\123198.FS]-12

                                                                45

<PAGE>

     19. Waiver and Modification.  Any waiver, alteration or modification of any
     of the provisions of this Agreement  shall be valid only if made in writing
     and signed by the parties hereto. Each party hereto, from time to time, may
     waive any of its rights hereunder  without  effecting a waiver with respect
     to any subsequent occurrences or transactions hereof.

     20. Counterparts.  This Agreement may be executed in counterparts,  each of
     which shall be deemed an original  but both of which taken  together  shall
     constitute but one and the same document.

IN WITNESS  WHEREOF,  the parties  hereto have duly executed and delivered  this
Agreement as of the day and year first above written.

Arnold Stiefel                          MediaX Corporation

                                        Per: Nancy Poertner, CEO & President

APPROVED BY ALL DISINTERESTED MEMBERS OF THE BOARD OF DIRECTORS

Per: Chairman

Per: Director

Per: Director

                                                           [MEDIAX\123198.FS]-12

                                                                46

<PAGE>

                                  EXHIBIT 10.8

                              CONSULTING AGREEMENT

This  Consulting  agreement  (the  "Agreement")  is made as of this  21st day of
November,  1998 by and between Annie  Challis,  1723 San Ysidro  Drive,  Beverly
Hills, CA 90210 (the  "Consultant")  and MediaX  Corporation  (the "Client"),  a
Nevada corporation whose principal place of business is 2588 National Boulevard,
Culver City, California 90232.

WHEREAS:

1.  Consultant  is willing and capable of  providing on a "best  efforts"  basis
various consulting services for potential business development opportunities for
and on behalf of Client.

2. Client  desires to retain the  Consultant as an  independent  consultant  and
Consultant desires to be retained in that capacity upon the terms and conditions
hereinafter set forth.

NOW  THEREFORE,   in   consideration  of  the  mutual  promises  and  agreements
hereinafter  set  forth,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged, the parties hereto agree as follows:

     21.  Consulting  Services.  Client  hereby  retains  the  Consultant  as an
     independent  consultant to the Client and the Consultant hereby accepts and
     agrees to such retainer. Consultant shall render to Client such services of
     an  advisory  or  consultative  nature in order to  identify  and  generate
     potential  business  development  opportunities  for  Client,  specifically
     resulting   in   contracts   with   credible   entertainment   entities  or
     personalities  as per appendix "A" for the design and  maintenance of their
     web  site  on  the  Internet  and  the  rights  to  sell  the  entity's  or
     personality's merchandise on-line exclusively. Consultant will from time to
     time issue  verbal or  written  reports  to inform  Client on  Consultant's
     activities.

     22. Time,  Place and Manner of Performance.  Consultant  shall be available
     for advice and  counsel to the  officers  and  directors  of Client at such
     reasonable and convenient times and places as may be mutually agreed upon.

     23. Term. The term of this  Agreement  shall commence as of the date hereof
     and continue  until November 2000 and then renew itself  automatically  for
     additional  one-year terms.  Entering into contracts with entities proposed
     by the Consultant is at the Company's discretion.

     24.  Compensation.  In  consideration  of these services client shall grant
     options to convert  25,000  shares of the common  stock of the company at a
     strike price of $0.98 as a general consulting fee. In addition,  consultant
     will  receive  10,000  stock  options to convert  into shares of the common
     stock of  MediaX  Corporation  at the  fair  market  value,  at the time of
     signing  of  a  contract,   for   additional   entertainment   entities  or
     personalities,  as  described  in  paragraph 1 above,  which will be signed
     based on the efforts of the consultant..

     25.  Expenses.  All expenses  occurred by the Consultant in connection with
     the services will be born by the Consultant.

     26.  Termination.  This  agreement  may be  terminated  at any point  after
     November 2000, by Consultant or Client upon thirty- (30) days prior written
     notice.

     27. Disclosure of Information.  Consultant recognizes and acknowledges that
     he has and may have access to certain  confidential  information  of Client
     and its  affiliates  that are  valuable,  special  and  unique  assets  and
     property  of Client and such  affiliates.  Consultant  will not,  during or
     after the term of this  Agreement,  disclose,  without  the  prior  written
     consent or authorization of Client,  any of such information to any person,
     except  to  representatives  of  Consultant,  for  any  reason  or  purpose
     whatsoever.  In this  regard,  Client  agrees  that such  authorization  or
     consent to disclosure  may be conditioned  upon the  disclosure  being made
     pursuant to a secrecy agreement, protective order, provision of statute,

                                                           [MEDIAX\123198.FS]-12

                                                                47

<PAGE>

     rule,  regulation  or  procedure  under  which the  confidentiality  of the
     information  is  maintained  in  the  hands  of  the  person  to  whom  the
     information  is to be  disclosed  or in  compliance  with  the  terms  of a
     judicial order or administrative process.

     28.  Nature of  Relationship.  It is  understood  and  acknowledged  by the
     parties that Client is retaining  Consultant in an independent capacity and
     that in this connection,  Consultant  hereby agrees,  not to enter into any
     agreement or incur any  obligation on behalf of Client  without the written
     consent of Client.

     29. Conflict of Interest.  Consultant shall be free to perform services for
     other persons provided that it shall obtain Client's prior written approval
     if it intends to provide consulting services for any other person which may
     conflict with its obligations hereunder.

     30. Indemnification by Client. Client agrees to indemnify and hold harmless
     Consultant against any losses, claims, damages, liabilities and/or expenses
     (including any legal or other expenses reasonably incurred in investigating
     or  defending  any  action  or  claim in  respect  thereof)  to  which  the
     Consultant may become subject to arising from this Agreement or the actions
     of Client or any of its  directors,  officers  or  affiliates.  Client will
     comply with all of the  applicable  laws of the  Securities Act of 1933 and
     the Securities Exchange Act of 1934, as amended.

     31. Indemnification by Consultant.  Consultant agrees to indemnify and hold
     harmless Client against any losses,  claims,  damages,  liabilities  and/or
     expenses  (including  any legal or other  expenses  reasonably  incurred in
     investigating or defending any action or claim in respect thereof) to which
     the  Consultant or Client may become subject to arising from this Agreement
     or  the  actions  of  Consultant  or  any of  its  directors,  officers  or
     affiliates,  based on gross negligence.  Consultant will comply with all of
     the  applicable  laws  of the  Securities  Act of 1933  and the  Securities
     Exchange Act of 1934, as amended.

     32.  Waiver  of  Breach.  Any  waiver  by  either  party of a breach of any
     provision  of this  Agreement  by the other  party  shall not operate or be
     construed as a waiver of any subsequent breach by the other party.

     33.  Assignment.  This  Agreement  and the  rights and  obligations  of the
     parties  hereunder shall not be assigned without the prior written approval
     of the other and shall  inure to the  benefit of and shall be binding  upon
     their successors and assigns.

     34.  Arbitration.  Any controversy or claim between the parties arising out
     of or relating to this  Consulting  Agreement or any alleged breach thereof
     shall  be  resolved  by  arbitration  conducted  in  greater  Los  Angeles,
     California  in  accordance  with the  Commercial  Arbitration  Rules of the
     American  Arbitration  Association  then in effect,  and judgment  upon the
     award rendered by the arbitrator in any such  arbitration may be entered in
     any federal or state court having  jurisdiction  thereof.  Either party may
     submit such  controversy or claim for arbitration by giving written notice.
     The decision of the arbitrator shall be final and binding upon the parties.
     The prevailing party in any such  arbitration  shall be entitled to recover
     from  the non  prevailing  party  in  addition  to all  other  relief,  all
     reasonable costs and expenses,  including,  without  limitation,  attorneys
     fees,  expert witness fees and travel  expenses  actually  incurred by such
     party  in   connection   with  such   arbitration.   Each  of  the  parties
     unconditionally  submits to the  jurisdiction of the courts of the State of
     California and of the United States with respect to the enforcement of this
     provision or any  arbitration  award hereunder and agrees to accept service
     of process in California.

     35.  Severability.  All  agreements  and  covenants  contained  herein  are
     severable,  and in the event any of them shall be held to be invalid by any
     competent  court,  the Agreement  shall be  interpreted  as if such invalid
     agreements or covenants were not contained herein.

     36. Entire  Agreement.  This Agreement  constitutes and embodies the entire
     understanding  and agreement of the parties and supersedes and replaces all
     prior understandings, agreements and negotiations between the parties.

                                                           [MEDIAX\123198.FS]-12

                                                                48

<PAGE>

     37. Waiver and Modification.  Any waiver, alteration or modification of any
     of the provisions of this Agreement  shall be valid only if made in writing
     and signed by the parties hereto. Each party hereto, from time to time, may
     waive any of its rights hereunder  without  effecting a waiver with respect
     to any subsequent occurrences or transactions hereof.

     38. Counterparts.  This Agreement may be executed in counterparts,  each of
     which shall be deemed an original  but both of which taken  together  shall
     constitute but one and the same document.

IN WITNESS  WHEREOF,  the parties  hereto have duly executed and delivered  this
Agreement as of the day and year first above written.

Annie Challis                           MediaX Corporation

                                        Per: Nancy Poertner, CEO & President

APPROVED BY ALL DISINTERESTED MEMBERS OF THE BOARD OF DIRECTORS

Per: Chairman

Per: Director

Per: Director

                                                           [MEDIAX\123198.FS]-12

                                                                49

<PAGE>

                                  EXHIBIT 10.9

                              CONSULTING AGREEMENT

This Consulting  Agreement (the "Agreement"),  effective as of March 22, 1999 is
entered  into by and  between  MediaX  Corporation,  a Culver  City  corporation
(herein  referred to as the  "Company") and LIVIAKIS  FINANCIAL  COMMUNICATIONS,
INC., a California corporation (herein referred to as the "Consultant").

RECITALS

         WHEREAS,  Company is a publicly held  corporation with its common stock
traded on the OTC Bulletin Board; and

         WHEREAS,  Consultant has  experience in the area of corporate  finance,
investor communications and financial and investor public relations; and

         WHEREAS, Company desires to engage the services of Consultant to assist
and consult  with the  Company in matters  concerning  corporate  finance and to
represent the company in investors'  communications  and public  relations  with
existing shareholders, brokers, dealers and other investment professionals as to
the Company's current and proposed activities;

         NOW  THEREFORE,  in  consideration  of  the  promises  and  the  mutual
covenants and agreements hereinafter set forth, the parties hereto covenant and
agree as follows:

     39. Term of Consultancy.  Company hereby agrees to retain the Consultant to
     act in a consulting  capacity to the  Company,  and the  Consultant  hereby
     agrees to provide services to the Company commencing immediately and ending
     on March 21, 2000.

     40 Duties of  Consultant.  The  Consultant  agrees  that it will  generally
     provide the following  specified  consulting  services through its officers
     and employees during the term specified in Section1:

     a. Advise and assist the Company in developing and implementing appropriate
     plans and  materials  for  presenting  the Company and its business  plans,
     strategy and personnel to the financial  community,  establishing  an image
     for the Company in the financial community, and creating the foundation for
     subsequent  financial public relations efforts;
     b.  Introduce  the  Company  to  the  financial  community;
     c. With the  cooperation of the Company,  maintain an awareness  during the
     term of this Agreement of the Company's plans,  strategy and personnel,  as
     they may evolve  during such  period,  and advise and assist the Company in
     communication  appropriate  information  regarding such plans, strategy and
     personnel to the financial community;
     d. Assist and advise the Company  with respect to its 
     (i)  stockholder  and investor  relations, 
     (ii)  relations  with  brokers,  dealers,  analysts  and  other  investment
     professionals, and 
     (iii) financial public relations generally;
     e.  Perform  the  functions  generally  assigned  to   investor/stockholder
     relations and public relations departments in major corporations, including
     responding to telephone and written inquiries (which may be referred to the
     Consultant by the Company);  preparing  press releases for the Company with
     the Company's involvement and approval or reviewing press releases, reports
     and other communications with or to shareholders,  the investment community
     and  the  general  public;  advising  with  respect  to the  timing,  form,
     distribution  and other  matters  related  to such  releases,  reports  and
     communications;  and consulting with respect to corporate  symbols,  logos,
     names, the presentation of such symbols, logos and names, and other matters
     relating to corporate  image;
     f. Upon the  Company's  approval,  disseminate  information  regarding  the
     Company to  shareholders,  brokers,  dealers,  other  investment  community
     professionals  and the  general  investing  public;  
     g.  Upon  the  Company's  approval,  conduct  meetings,  in  person  or  by
     telephone,   with   brokers,   dealers,   analysts   an  other   investment
     professionals to advise them of the Company's plans,  goals and activities,
     and assist the Company in preparing for press  conferences and other forums
     involving the media,  investment  professionals and the general  investment
     public;  
     h. At the Company's  request,  review business plans,  strategies,  mission
     statements,  budgets, proposed transactions and other plans for the purpose
     of advising the Company of the investment community  implications  thereof;
     and,
     i.  Otherwise  perform  as the  Company's  financial  relations  and public
     relations consultant.

                                                           [MEDIAX\123198.FS]-12

                                                                50

<PAGE>



     10.  Allocation of Time and Energies.  The  Consultant  hereby  promises to
     perform and discharge well and faithfully the responsibilities which may be
     assigned  to the  Consultant  from  time to time by the  officers  and duly
     authorized representatives of the Company in connection with the conduct of
     its financial and investor public relations and communications  activities,
     so long as such  activities are in compliance  with  applicable  securities
     laws and regulations.  Consultant and staff shall diligently and thoroughly
     provide the consulting  services required  hereunder.  Although no specific
     hours-per-day  requirement  will be  required,  Consultant  and the Company
     agree that  Consultant  will perform the duties set forth herein above in a
     diligent and professional  manner. The parties acknowledge and agree that a
     disproportionately  large amount of the effort to be expended and the costs
     to be incurred  by the  Consultant  and the  benefits to be received by the
     Company are  expected to occur upon and  shortly  after,  and in any event,
     within two months of the effectiveness of this Agreement.  It is explicitly
     understood that consultant's performance of its duties hereunder will in no
     way be measured by the price of the Company's common stock, nor the trading
     volume  of the  Company's  common  stock.  It is also  understood  that the
     Company  is  entering  into  this   Agreement   with   Liviakis   Financial
     Communications,  Inc. ("LFC"),  a corporation and not any individual member
     of LFC, and with such,  Consultant will not be deemed to have breached this
     Agreement if any member, officer or director of LFC leaves the firm or dies
     or becomes  physically  unable to perform any meaningful  activities during
     the term of the Agreement,  provided the Consultant  otherwise performs its
     obligations under this Agreement.

     11. Remuneration.  As full and complete compensation for services described
     in this Agreement, the Company shall compensate LFC ( herein referred to as
     "Consultants") as follows:

     3.1 For  undertaking  this  engagement  and for  other  good  and  valuable
     consideration, the Company agrees to issue and deliver to the Consultants a
     "Commencement Bonus" payable in the form of 790,000 shares of the Company's
     Common Stock ("Common Stock").  This Commencement  Bonus shall be issued to
     the  Consultants  immediately  following  execution of this  Agreement  and
     shall,  when  issued  and  delivered  to  Consultants,  be  fully  paid and
     non-assessable.  The Company  understands and agrees that  Consultants have
     foregone  significant  opportunities to accept this engagement and that the
     Company  derives  substantial  benefit from the execution of this Agreement
     and the ability to announce its relationship with Consultants.  The 790,000
     shares of Common Stock issued as Commencement Bonus, therefore,  constitute
     payment  for  consultants'  agreement  to consult to the  Company and are a
     nonrefundable,  non-apportionable, and non-ratable retainer; such shares of
     common  stock are not a  prepayment  for future  services.  If the  Company
     decides to terminate this Agreement  prior to March 21, 2000 for any reason
     whatsoever,  it is  agreed  and  understood  that  Consultants  will not be
     requested  or demanded by the Company to return any of the shares of Common
     Stock paid to it  hereunder.  The shares of Common Stock issue  pursuant to
     this  Agreement  shall  be  issued  in  the  name  of  Liviakis   financial
     Communications, Inc.

     3.2  Consultants  acknowledge  that the shares of Common Stock to be issued
     pursuant  to this  Agreement  (collectively,  the  "shares")  have not been
     registered   under  the  Securities  Act  of  2933,  and   accordingly  are
     "restricted securities" within the meaning of Rule 144 of the Act. As such,
     the Shares may not be resold or transferred unless the Company has received
     an opinion of counsel  reasonably  satisfactory  to the  Company  that such
     resale or  transfer is exempt from the  registration  requirements  of that
     Act.

     3.3 In connection with the acquisition of Shares hereunder, the Consultants
     represent and warrant to the Company as follows:

          a. Consultants acknowledge that the Consultants have been afforded the
          opportunity  to  ask  questions  of  and  receive  answers  from  duly
          authorized officers or other representatives of the Company concerning
          an investment in the Shares, and any additional information, which the
          Consultants have requested.  b. Consultant's  investment in restricted
          securities  is  reasonable I relation to the  Consultants'  net worth,
          which is in excess of ten (10)  times the  Consultants'  cost basis in
          the  Shares.   Consultants  have  had  experience  in  investments  in
          restricted and publicly traded  securities,  and consultants  have had
          experience  in  investment  s  in  speculative  securities  and  other
          investments, which involve the risk of loss of investment. Consultants
          acknowledge  that an  investment  in the  Shares  is  speculative  and
          involves the risk of loss. Consultants have the requisite knowledge to
          assess the relative  merits and risks of this  investment  without the
          necessity  of relying upon other  advisors,  and  Consultants  are (I)
          accredited  investors,  as  that  term  is  defined  in  Regulation  D
          promulgated  under the  Securities  Act of 1933,  and (ii) a purchaser
          described  in  Section  25102  (f)  (2)  of the  California  Corporate
          Securities Law of 1968, as amended.  c.  Consultants are acquiring the
          Shares for the consultants'  own account for long-term  investment and
          not with a view  toward  resale  or  distribution  thereof,  except in
          accordance with applicable securities laws.

                                                           [MEDIAX\123198.FS]-12

                                                                51

<PAGE>

     4. Financing  "Finder's Fee." It is understood that in the event Consultant
     introduces  Company or its nominees,  to a lender or equity purchaser,  not
     already  having a  preexisting  relationship  with the  Company,  with whom
     Company,  or its nominees,  ultimately finances or causes the completion of
     such financing,  Company agrees to compensate  Consultant for such services
     with a "finder's fee" in the amount of 2.5% of total gross funding provided
     by such lender or equity  purchaser,  such fee to be payable in cash.  This
     will  be  in  addition  to  any  fees  payable  by  Company  to  any  other
     intermediary,  if any,  which shall be per separate  agreements  negotiated
     between Company and such other intermediary.  It is specifically understood
     that Consultant is not nor does it hold itself out be a Broker/Dealer,  but
     is rather merely a "Finder" in reference to the Company procuring financing
     sources  and  acquisition  candidates.  (Total fee for  Liviakis  and other
     commission not to exceed ten (10) percent).

     4.1  It  is  further  understood  that  Company,  and  not  Consultant,  is
     responsible  to perform any and all due  diligence on such  lender,  equity
     purchaser or  acquisition  candidate  introduced to it by Consultant  under
     this  Agreement,  prior  to  Company  receiving  funds  or  closing  on any
     acquisition.  However, Consultant will not introduce any parties to Company
     about which Consultant has any prior knowledge of  questionable,  unethical
     or illicit activities.

     4.2 Company agrees that said  compensation  to Consultant  shall be paid in
     full at the time said financing or acquisition is closed and  consideration
     has been received by the Company.  Moreover,  said compensation,  will be a
     condition  precedent to the closing of such  financing or  acquisition  and
     Company  shall  execute  any and all  documents  necessary  to effect  said
     compensation.

     4.3 As further  consideration  to  Consultant,  Company,  or its  nominees,
     agrees  to pay with  respect  to any  financing  or  acquisition  candidate
     provided  directly  or  indirectly  to the  Company by any lender or equity
     purchaser covered by this Section 5, during the period of one year from the
     date of this  Agreement,  a fee to  Consultant  equal to that  outlined  in
     Section "5" herein.
     Consideration is not in addition to consideration  agreed upon in paragraph
5 (Finder Fee).

     4.4 Consultant will notify Company of  introductions it makes for potential
     sources  of  financing  or   acquisitions   in  a  timely  manner   (within
     approximately 3 days of introduction)  via facsimile memo. If Company has a
     preexisting  relationship  with such nominee and believes such party should
     be excluded  from this  Agreement,  then  Company  will  notify  Consultant
     immediately of such circumstance via facsimile memo.

     6. Expenses. Consultant agrees to pay for all its expenses (phone, mailing,
     labor,  etc.),  other  than  extraordinary  items  (travel  required  by/or
     specifically requested by the Company, luncheons or dinners to large groups
     of  investment  professionals,  mass faxing to a sizable  percentage of the
     Company's constituents,  investor conference calls, print advertisements in
     publications,  etc.)  approved by the  Company  prior to its  incurring  an
     obligation for reimbursement.

     7.  Indemnification.  The Company  warrants  and  represents  that all oral
     communications,  written documents or materials  furnished to Consultant by
     the Company with respect to financial  affairs,  operations,  profitability
     and strategic  planning of the Company are accurate and Consultant may rely
     upon the accuracy thereof without  independent  investigation.  The Company
     will protect,  indemnify and hold harmless Consultant against any claims or
     litigation including any damages, liability, cost and reasonable attorney's
     fees  as  incurred  with  respect  thereto   resulting  from   Consultant's
     communication  or  dissemination  of any  said  information,  documents  or
     materials not designated by the Company to the Consultant as "confidential"
     or "Company  private',  excluding any such claims or  litigation  resulting
     from  Consultant's   communication  or  dissemination  of  information  not
     provided or authorized by the Company.

     8.  Representations.  Consultant  represents  that  it is not  required  to
     maintain  any  licenses  and  registrations  under  federal  or  any  state
     regulations necessary to perform the services set forth herein.  Consultant
     acknowledges  that, to the best of its  knowledge,  the  performance of the
     services  set forth  under  this  Agreement  will not  violate  any rule or
     provision of any regulatory  agency having  jurisdiction  over  Consultant.
     Consultant acknowledges that, to the best of its knowledge,  Consultant and
     its officers and directors are not the subject of any investigation, claim,
     decree, or judgment  involving any violation of the SEC or securities laws.
     Consultant  further  acknowledges that it is not a securities Broker Dealer
     or a registered investment advisor.  Company acknowledges that, to the best
     of its  knowledge,  that it has not  violated  any rule or provision of any
     regulatory   agency   having   jurisdiction   over  the  Company.   Company
     acknowledges that, to the best of its knowledge,  Company is not subject of
     any  investigation,  claim,  decree, or judgment involving any violation of
     the SEC or securities laws.

     9.  Legal  Representation.  The  Company  acknowledges  that  it  has  been
     represented  by  independent  legal  counsel  in the  preparation  of  this
     Agreement.  Consultant represents that they have consulted with independent
     legal counsel and/or tax,  financial and business  advisors,  to the extent
     the Consultant deemed necessary.

                                                           [MEDIAX\123198.FS]-12

                                                                52

<PAGE>

     10. Status as Independent  Contractor.  Consultant's engagement pursuant to
     this Agreement shall be as independent contractor,  and not as an employee,
     officer or other  agent of the  Company.  Neither  party to this  Agreement
     shall  represent  or hold itself out to be the  employer or employee of the
     other.   Consultant   further   acknowledges  the  consideration   provided
     hereinabove  is a gross amount of  consideration  and that the Company will
     not withhold from such consideration any amounts as to income taxes, social
     security  payments or any other  payroll  taxes.  All such income taxes and
     other such  payment  shall be made or provided  for by  Consultant  and the
     Company  shall have no  responsibility  or duties  regarding  such matters.
     Neither the Company nor the Consultant possesses the authority to bind each
     other in any agreements  without the express  written consent of the entity
     to be bound.

     11.  Attorney's  Fee.  If any  legal  action  or any  arbitration  or other
     proceeding  is  brought  for  the  enforcement  or  interpretation  of this
     Agreement,   or  because  of  an  alleged  dispute,   breach,   default  or
     misrepresentation  in  connection  with or related to this  Agreement,  the
     successful  or  prevailing  party shall be  entitled to recover  reasonable
     attorneys'  fees  and  other  costs  in  connection  with  that  action  of
     proceeding,  in  addition  to any  other  relief to which it or they may be
     entitled.

     12. Waiver. The waiver by either party of a breach of any provision of this
     Agreement  by the other party shall not operate or be construed as a waiver
     of any subsequent breach by such other party.

     13. Notices.  All notices,  requests,  and other  communications  hereunder
     shall be  deemed  to be duly  given if sent by US  mail,  postage  prepaid,
     addressed to the other party at the address as set forth herein below:

     To the Company:           MediaX Corporation
                               Rainer Poertner
                               8522 National Blvd., Suite 110
                               Culver City, CA  90232

     To the Consultant:        Liviakis Financial Communications, Inc.
                               John M. Liviakis, President
                               2420 "K" Street, Suite 220
                               Sacramento, CA  95816

     It is understood  that either party may change the address to which notices
     for it shall be addressed  by providing  notice of such change to the other
     party in the manner set forth in this paragraph.

     14. Choice of Law, Jurisdiction and Venue. This Agreement shall be governed
     by,  construed,  and enforced in  accordance  with the laws of the State of
     California.  The parties agree that Sacramento County, CA will be the venue
     of any dispute and will have jurisdiction over all parties.

     15.  Arbitration.  Any  controversy  or claim arising out of or relating to
     this Agreement,  or the alleged breach thereof, or relating to Consultant's
     activities  or  remuneration  under  this  Agreement,  shall be  settled by
     binding arbitration in California,  in accordance with the applicable rules
     of the American Arbitration Association, and judgment on the award rendered
     by the arbitrator (s) shall be binding on the parties and may be entered in
     any court having jurisdiction  thereof. The provisions of Title 9 of Part 3
     of the California Code of Civil Procedure,  including section 1283.05,  and
     successor  statutes,  permitting  expanded  discovery  proceedings shall be
     applicable to all disputes that are arbitrated under this paragraph.

                                                           [MEDIAX\123198.FS]-12

                                                                53

<PAGE>

     16. Complete Agreement. This Agreement contains the entire agreement of the
     parties relating to the subject matter hereof. This Agreement and its terms
     may not be changed orally but only by an agreement in writing signed by the
     party  against  whom  enforcement  of  any  waiver,  change,  modification,
     extension, or discharge is sought.


AGREED TO:

"Company"                               MEDIA-X CORPORATION

Date: 3/22/99                           By:  /s/  Rainer Poertner
                                             ----------------------------------
                                                  Rainer Poertner, Chairman

"Consultant"                            LIVIAKIS FINANCIAL COMMUNICATIONS, INC.

Date: 3/18/99                           By:  /s/ John Liviakis
                                             ----------------------------------
                                                  John M. Liviakis, President

                                                           [MEDIAX\123198.FS]-12

                                                                54

<PAGE>

                                 EXHIBIT 10.13

                CONSULTING AGREEMENT WITH CSK SECURITIES RESEARCH

                             CSK SECURITIES RESEARCH
                          Registered Investment Adviser

                                 April 17, 1997


Rainer E. Poertner
MediaX Corp.
3958 Ince Boulevard
Culver City, CA 90232

         Re:      MediaX Corp. - Stock Research Report
                  Engagement of CSK Securities Research

Dear Rainer:

         In  confirmation  of our  discussions  regarding the  preparation of an
initial  stock  research  report (the  "Report") and periodic  up-dated  reports
("Update  Reports")  covering MediaX Corp. (the "Company"),  our agreement is as
follows:

         1. The  Company  hereby  engages  CSK  Securities  Research  ("CSK") to
prepare the Report and up to three (3) Update  Reports (the  "Engagement").  The
term of the Engagement  shall be for one year  commencing May 1, 1997 and ending
April 30, 1998.  The Report shall consist of a brief factual  description of the
Company,  future  strategy,  investment  opinion and earnings  projections.  The
Update Reports shall be prepared and released as requested by the Company and as
mutually  agreed  upon  by  CSK  in  connection  with  the  Company's   earnings
announcements or significant new developments  effecting the Company. The Update
Reports shall consists of a brief factual  description of the Company, an update
of the new  developments  concerning the Company,  future  strategy,  investment
opinion and revised earnings projections. The Report and Update Reports shall be
under the name of CSK Securities Research.

         Upon approval of the Report and each Update  Report,  the Company shall
be responsible  for the printing and shipping  expenses of the Report and Update
Reports.  CSK will obtain  estimates of printing  and shipping  expenses for the
Company's prior approval. Such estimated printing and shipping expenses shall be
payable prior to submission of the reports to the printer.  In addition,  in the
event the Company  requests CSK to travel on behalf of the Company,  the Company
agrees to reimburse CSK for such travel expenses.

         2. As  compensation  for the  Engagement,  the  Company  shall issue to
Christina S. Kohlhaas options  ("Options") to purchase twenty thousand  (20,000)
shares of the  Company's  Common  Stock at an  exercise  price of $0.80  (Eighty
Cents).  The Options shall expire not less than three (3) years from the date of
issuance.

                             CSK Securities Research
                25 Woodview Lane o Novato, California 94945-2726
                       (415) 899-9437 o Fax (415) 892-6537

                                                           [MEDIAX\123198.FS]-12

                                                                55

<PAGE>

Mr. Rainer E. Poertner
MediaX Corp.
April 17, 1997
Page 2

         Such 20,000  Options shall be issued as of May 1, 1997,  and shall vest
and  become  exercisable  as  follows:  10,000  Options  shall  vest and  become
exercisable on November 1, 1997; 5,000 Options shall vest and become exercisable
on February 1, 1998; and 5,000 Options shall vest and become  exercisable May 1,
1998. The Company's  Common Stock issued upon the exercise of such Options shall
be fully  authorized,  publicly  traded and free of  restrictions at the time of
exercise.

         3. The Company  agrees to use its best  efforts to  determine  that all
information furnished to CSK by the Company shall be complete and correct in all
material  respects when furnished and shall not contain any untrue statements of
a material fact or omit to state a material fact  necessary in order to make the
statement therein not misleading in the light of the  circumstances  under which
such statement was made. In performing its services hereunder, the principals of
CSK shall  familiarize  themselves  with and consider,  among other things,  the
history and nature of the business of the Company,  the conditions and prospects
of the  Company's  industry,  the  operations,  financial  results,  conditions,
properties  and  prospects  of the  Company,  and such other  facts as CSK deems
relevant.   CSK  shall  be  entitled  to  rely  entirely,   without  independent
investigation,  on publicly  available  information and the Company  information
supplied by the Company regarding its business, competitors, and position in its
markets.  The Company agrees that it will use its best efforts to determine that
the factual  information  furnished by it and contained in the Report and Update
Reports is correct and accurate.  It is understood that any investment  opinion,
opinions  regarding  the future  prospects of the Company,  and future  earnings
projections  are the opinion of CSK  Securities  Research and not the  Company's
opinion.

         4.  Prior to the  mutually  planned  release  of the  Report and Update
Reports to the public, the Company,  its officers,  employees,  representatives,
agents  and  consultants  agree not to  deliver  drafts of the Report and Update
Reports  and/or  preliminary  earnings  models or discuss  the Report and Update
Reports with outside  persons not directly  involved in the review of the Report
and  Update  Reports on behalf of the  Company  (it being  understood  that such
Company-   affiliated   persons   shall  be  informed  by  the  Company  of  the
confidentiality  of the  preliminary  information in the draft Report and Update
Reports  and the need for the  orderly  dissemination  of the  Report and Update
Reports to the  public).  No copies of the Report  and Update  Reports  shall be
mailed, faxed or delivered to any non-affiliated or outside persons not involved
in  reviewing  the  Report on behalf of the  Company  until the  Report has been
approved by the Company and shipped from the printer.

                             CSK Securities Research
                25 Woodview Lane o Novato, California 94945-2726
                       (415) 899-9437 o Fax (415) 892-6537

                                                           [MEDIAX\123198.FS]-12

                                                                56

<PAGE>

Mr. Rainer E. Poertner
MediaX Corp.
April 17, 1997
Page 3

         5. After the completion of the Report and Update Reports,  we shall not
submit  the  Report or Update  Reports  to the  printer  until the  Company  has
approved  the final draft of the Report or Update  Reports for  printing  and we
have  received  the  approved  printing  and  shipping  expenses.  We shall then
coordinate with you and your investor relations firm regarding distribution.

         Please indicate your agreement to the above engagement by signing below
and returning a copy of this letter.

                                        Sincerely,
                                        CSK SECURITIES RESEARCH

                                        /s/  Christina S. Kohlhaas
                                        ---------------------------------------
                                             Christina S. Kohlhaas
                                             Registered Investment Adviser

MediaX Corp. agrees to the
above terms of engagement of
CSK Securities Research:

MediaX Corp.

By:  /s/  Rainer E. Poertner
     ------------------------
          Rainer E. Poertner
          Chairman

Date:

                             CSK Securities Research
                25 Woodview Lane o Novato, California 94945-2726
                       (415) 899-9437 o Fax (415) 892-6537

                                                           [MEDIAX\123198.FS]-12

                                                                57

<PAGE>

                                  EXHIBIT 10.14

                    CONSULTING AGREEMENT WITH ROBERT J. ADSIT

                                                                     M E D I A X
                                                           C O R P O R A T I O N
                                                         8522 National Boulevard
                                                                       Suite 110
                                                           Culver City, CA 90232
                                                               fax: 310-815-8096
                                               info@MediaXx.com 310 - 815 - 8002

June 26, 1998

Robert Adsit
Shareholders Solutions
7860 E. Berry Place, Suite 140
Englewood, Colorado, 80111

Dear Robert

The following  terms  pertaining  to  compensation  supersedes  our two previous
 consulting agreements:

1    50,000 free trading shares
2    150,000 Options at $.25
3    150,000 Options at $..50
4    150,000 Options at $.75

All of the above will be registered on the current S-8 filing

Sincerely,

/s/ Nancy Poertner
-----------------------------
     Nancy Poertner
     President

                                                                     M E D I A X
                                                                   s t u d i o s
                                           Rainer Poertner 4 0 8 - 4 5 7 - 2 7 8
                                  Chairman 325A River Street fax: 408 - 457 - 29
                                                            Santa Cruz, CA 95060

                                                           [MEDIAX\123198.FS]-12

                                                                58

<PAGE>

                              CONSULTING AGREEMENT

This Consulting  Agreement (the  "Agreement") is made and entered into this 20th
day of April  1997 by and  between  Robert J. Adsit  (the  "Consultant"),  whose
principal  place of business  is 7860 East Berry  Place,  Suite 140,  Englewood,
Colorado 80111 and MediaX  Corporation,  a Nevada  corporation  (the  "Client"),
whose principal place of business is 8522 National Boulevard,  Suite 110, Culver
City, California 90232.

WHEREAS

1. The  Consultant is willing and capable of providing on a "best efforts" basis
various  consulting and financial public relations services for and on behalf of
the Client in connection  with the Client's  interactions  with  broker-dealers,
shareholders and members of the general public.

2. The Client desires to retain the Consultant as an independent  consultant and
the  Consultant  desires  to be  retained  in that  capacity  upon the terms and
conditions hereinafter set forth.

NOW  THEREFORE,   in   consideration  of  the  mutual  promises  and  agreements
hereinafter  set  forth,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged, the parties hereto agree as follows:

1.   Consulting  Services.  The  Client  hereby  retains  the  Consultant  as an
     independent  consultant to the Client and the Consultant hereby accepts and
     agrees to such  retention.  The Consultant  shall render to the Client such
     services  of an  advisory  or  consultative  nature in order to inform  the
     brokerage  community,  the  Client's  shareholders  and the general  public
     concerning  financial public relations and promotional  matters relating to
     them  and  its  business.  It is the  intention  of the  parties  that  the
     Consultant will gather all  publicly-available  information relating to the
     Client and confer with officers and directors of the Client in an effort to
     consolidate the information obtained into summary form for dissemination to
     interested parties. It is intended that the Consultant will then distribute
     such  information  concerning the Client to registered  representatives  of
     broker- dealers and other person(s) who the Consultant  determines,  in its
     sole discretion,  are capable of effectively disseminating such information
     to the general  public.  The  Consultant  will not  provide any  investment
     advice or  recommendations  regarding  the  Client to anyone;  rather,  the
     Consultant  will focus on  contacting  persons,  generally  via  telephonic
     communications and person-to-person  meetings, in order to familiarize them
     with  information  concerning the Client which the Consultant has collected
     and is otherwise available to the general public.

     Not later than the third  business day of each calendar  month,  Consultant
     will submit to Client a monthly  "progress  report"  detailing the previous
     month's activities, results, pertinent observations, and planned activities
     for the upcoming month. Client will submit to Consultant a detailed list of
     planned   activities  for  the  upcoming  month  detailing  news  releases,
     acquisitions,  new products,  private  placements,  and progress reports of
     ongoing  projects  and any other  pertinent  data to the  promotion  of the
     Company.  This report will be submitted  not later than the 25th day of the
     preceding month.

                                                           [MEDIAX\123198.FS]-12

                                                                59

<PAGE>

2.   Time,  Place, and Manner of Performance.  The Consultant shall be available
     for advice and counsel to the officers and  directors of the Client at such
     reasonable and convenient  times and places as may be mutually agreed upon.
     Except as  aforesaid,  the time,  place and  manner of  performance  of the
     services  hereunder,  including  the amount of time to be  allocated by the
     Consultant  to any  specific  service,  shall  be  determined  in the  sole
     discretion of the Consultant.

3.   Term of  Agreement.  The term of this  Agreement  shall be  twelve  months,
     commencing April 20, 1997 and terminating April 19, 1998 subject,  however,
     to prior termination as hereinafter provided.

4.   Compensation.

     a)   Upon  execution of this  Agreement,  the Client agrees to issue to the
          Consultant  or in lieu thereof or in addition  thereto,  any person(s)
          whose names are furnished to the Client on or prior to (15) days after
          this  Agreement,  75,000 shares of the Client's $.001 par value common
          stock,  said  shares  to be  "restricted  securities"  as that term is
          defined in Rule 144 under the Securities Act of 1933, as amended.  The
          securities issued pursuant to this  subparagraph  shall be issued free
          and clear of any liens and  encumbrances  and for investment  only and
          not with a view to  distributions.  Said  shares  will have  piggyback
          registration  rights  and  will  be  part  of the  first  registration
          conducted by the Company.

     b)   Client agrees to provide  250,000 options on its stock in two separate
          blocks of 125,000 each. The first 125,000  options are to be priced at
          $1.25 for the underlying stock and the second block of 125,000 options
          priced at $2.50 for the underlying stock, such options being valid for
          a period of thirty six (36) months and said options  being  subject to
          "piggyback  registration rights". The Client will use its best efforts
          to include the shares  underlying  the stock  options in this contract
          and all previous contracts in any registration  statement filed by the
          Company  before  December  31,  1997.  In the event the stock  options
          remain unregistered by December 31, 1997, the Consultant will have one
          demand   registration   right  of  all  the  options  due   Consultant
          exercisable  at any time after $1 million  dollars  has been raised in
          the form of any outside funding. By exercising its demand registration
          right the Consultant may demand the Client use its best efforts to act
          promptly and expeditiously register the stock at the Client's expense.
          The Client may also choose to use any other  applicable  provision  or
          form that may from time to time be available for such registration. In
          the event the Client fails to promptly and expeditiously  register the
          stock  underlying the options the options will be registered under S-8
          provisions  of the  employee  stock option plan  immediately,  if such
          provision  applies.  All such options vest with  Consultant in monthly
          increments of one-twelfth  or 8.333%,  of the total shares and options
          per month from the April 20, 1997 date of commencement.

5.   Expenses.  The Client  shall  reimburse  the  Consultant  on demand for all
     expenses  and other  disbursements,  including  but not  limited to travel,
     entertainment, mailing, printing and postage, incurred by the Consultant on
     behalf of the Client in connection  with the  performance of the consulting
     services pursuant to this Agreement.  A detailed invoice of such verifiable
     out of pocket  expenses  for each  calendar  month will be submitted to the
     Client not later than 10 days following each calendar month.  Client agrees
     to reimburse  Consultant for such expenses within 21 days of receipt of the
     invoice.  All single  expenses in excess of $200.00 must be approved by the
     Client in advance.

6.   Termination.  Notwithstanding  any provision contained in this Agreement on
     the  contrary,  this  Agreement  may be  terminated by either party without
     cause upon thirty (30) days' prior written notice.

7.   Work  Product.  It  is  agreed  that  prior  to  public  distribution,  all
     information and materials  produced for the Client shall be the property of
     the Consultant, free and clear of all claims thereto by the Client, and the
     Client shall retain no claim of authorship therein. Client shall be free to
     reproduce the same.

                                                           [MEDIAX\123198.FS]-12

                                                                60

<PAGE>

8.   Disclosure of Information.  The Consultant recognizes and acknowledges that
     it has and will have  access to  certain  confidential  information  of the
     Client and its affiliates that are valuable,  special and unique assets and
     property of the Client and such affiliates. The Consultant will not, during
     or after the term of this  Agreement,  disclose,  without the prior written
     consent or  authorization  of the Client,  any of such  information  to any
     person,  except to  authorized  representatives  of the  Consultant  or its
     affiliates,  for any  reason or purpose  whatsoever.  In this  regard,  the
     Client  agrees  that such  authorization  or consent to  disclosure  may be
     conditioned upon the disclosure being made pursuant to a secrecy agreement,
     protective order, provision of statute, rule, regulation or procedure under
     which the  confidentiality of the information is maintained in the hands of
     the person to whom the information is to be disclosed or in compliance with
     the terms of a judicial order or administrative process.

9.   Nature of  Relationship.  It is understood and  acknowledged by the parties
     that the  Consultant  is being  retained  by the  Client in an  independent
     capacity and that in this connection,  the Consultant hereby agrees, except
     as provided in  paragraph  4, herein  above or unless the Client shall have
     otherwise  consented in writing,  not to enter into any  agreement or incur
     any obligation on behalf of the Client.

10.  Conflict of Interest.  The Consultant shall be free to perform services for
     other  persons/corporations  provided  that it shall  obtain  the  Client's
     written approval if it intends to provide consulting services for any other
     person/corporation which may conflict with its obligations hereunder.

11.  Indemnification  for Securities Law  Violations.  The Client and Consultant
     agree to indemnify and hold harmless one another, including and not limited
     to each  officer,  director  and  controlling  person  against  any losses,
     claims, damages,  liabilities and/or expenses (including any legal or other
     expenses  reasonably  incurred in  investigating or defending any action or
     claim in  respect  thereof)  to which  the  Consultant  or  Client  or such
     officer,  director  or  controlling  person  may become  subject  under the
     Securities Act of 1933, as amended, or the Securities Exchange Act of 1934,
     as amended,  because of inappropriate actions of the Client, the Consultant
     or their  respective  agent(s).  Consultant and Client will comply with all
     the applicable laws of the Securities Act of 1933.

12.  Notices. Any notices required or permitted to be given under this Agreement
     shall be  sufficient  if in writing and  delivered or sent by registered or
     certified mail to the principal office of each party.

13.  Waiver of Breach.  Any waiver by either party of a breach of any  provision
     of this Agreement by the other party shall not operate or be construed as a
     waiver of any subsequent breach by the other party.

                                                           [MEDIAX\123198.FS]-12

                                                                61

<PAGE>

14.  Assignment.  This  Agreement and the rights and  obligations of the parties
     hereunder shall not be assigned  without the prior written  approval of the
     other and shall  inure to the  benefit of and shall be  binding  upon their
     successors  and assigns.  Notwithstanding  the foregoing the Consultant may
     assign  any of the  stock  options  to any of its  officers,  directors  or
     employees.

15.  Applicable  Law.  It is the  intention  of the  parties  hereto  that  this
     Agreement  and  the  performance   hereunder  and  all  suits  and  special
     proceedings  hereunder  be  construed  in  accordance  with and  under  and
     pursuant  to the laws of the  State  of  Colorado  and that in any  action,
     special  proceedings or other  proceedings  that may be brought arising out
     of, in  connection  with or by reason  of this  Agreement,  the laws of the
     State of Colorado  shall be applicable and shall govern to the exclusion of
     the law of any other forum, without regard to the jurisdiction in which any
     action or special proceeding may be instituted.

16.  Severability.  All agreements and covenants contained herein are severable,
     and in the event any of them shall be held to be  invalid by any  competent
     court, this Agreement shall be interpreted as if such invalid agreements or
     covenants were not contained herein.

17.  Entire  Agreement.  This  Agreement  constitutes  and  embodies  the entire
     understanding  and agreement of the parties and supersedes and replaces all
     prior understandings, agreements and negotiations between the parties.

18.  Waiver and Modification.  Any waiver,  alteration or modification of any of
     the provisions of this Agreement shall be valid only if made in writing and
     signed by the parties  hereto.  Each party hereto,  from time to time,  may
     waive any of its rights hereunder  without  effecting a waiver with respect
     to any subsequent occurrences or transactions hereof.

19.  Counterparts. This Agreement may be executed in counterparts, each of which
     shall  be  deemed  an  original,  but both of which  taken  together  shall
     constitute but one and the same document.

IN WITNESS  WHEREOF,  the parties  hereto have duly executed and delivered  this
Agreement as of the day and year first above written.

CONSULTANT:                             CLIENT:
                                        MediaX Corporation
/s/  Robert J. Adsit                    By:  /s/  Nancy Poertner, President
-----------------------------                ----------------------------------
     Robert J. Adsit                              Nancy Poertner

                                                           [MEDIAX\123198.FS]-12

                                                                62

<PAGE>

                                  EXHIBIT 10.15

                     CONSULTING AGREEMENT WITH JOHN H. SHAW

                                  John H. Shaw
                          Investor and Public Relations
                                 P.O. Box 491591
                              Los Angeles, CA 90049
                                 (310) 289-3269

January 17, 1997

Nancy Poertner, CEO
MediaX Corporation

Dear Nancy:

This letter will  confirm our  agreement  that MediaX will retain my (John Shaw)
services to consult on external communications policy and activities as outlined
in my letter to Mr. Rainer Poertner dated January 16, 1997 which is incorporated
herein by reference.  Essentially, it is my understanding that MediaX retains my
services as financial  public  relations  counsel in any independent  consultant
capacity.

MUTUAL ASSURANCES:

In this relationship,  I agree to comply fully with all regulations,  guidelines
and applicable laws, and to maintain the  confidentiality of all information not
cleared for public release. MediaX agrees to provide me access to material facts
related to the  Company's  past and  present  performance,  financial  position,
business plans and all other pertinent  information relative to the professional
execution of my responsibilities.

All materials will be submitted to MediaX only; any publication and distribution
is the sole  responsibility and liability of MediaX.  MediaX agrees to indemnify
and hold me  harmless  from and against  any and all  losses,  claims,  damages,
expenses or liabilities resulting from MediaX's  publication/distribution of the
submitted materials.

FINANCIAL ARRANGEMENTS Professional Fees:
I agree to be  continually on call and available to MediaX in keeping within the
scope of my assignments and commensurate with my pre-existing commitments.

In exchange  for services  rendered in 1997,  MediaX will grant to me a total of
65,000 options to purchase one share each of the Company's common stock, in lieu
of cash.  The first 10,000  options  will vest on the last day of January  1997,
with the  remaining  options  to vest in monthly  increments  of 5,000 per month
beginning on the last business day of February 1997, followed by 5,000 per month
on the last business day of each month through and including  December 1997. The
option exercise price will be fixed for the full year at yesterday's closing bid
of $0.875.

These  options  will be issued  under the  Company's  1996 Stock Option Plan and
accordingly  will be registered  (and the shares  underlying such options) under
that existing plan.

                                                           [MEDIAX\123198.FS]-12

                                                                63

<PAGE>

Page 2
MediaX
Consulting Agreement

Out of Pocket Expenses:

In order to  facilitate  the  conduct of the  program,  I agree to extend my own
funds on behalf of MediaX to cover out-of-pocket  expenses, as they occur - such
as pager, voice mail, telephone,  telecopier,  travel, printing, mailing, to the
extent  that they are not  available  at MediaX.  Presently  such  expenses  are
expected  to be minimal and will be covered at a flat $150 per month as outlined
in the Jan. 16,1997 letter,  invoiced at the start of the month,  beginning with
March.  To the extent unusual  expenses are incurred,  they will be pre-approved
and  invoiced  monthly for  reimbursement.  I also agree not to incur any single
expense of more than $50 without obtaining prior approval from MediaX.

This Agreement is cancelable by either party with 30 days written notice.

Agreed to:

/s/  John H. Shaw
-----------------------------
     John H. Shaw, Consultant           date

For MediaX:

/s/  Nancy Poertner
-----------------------------
     Nancy Poertner, CEO                date

                                                           [MEDIAX\123198.FS]-12

                                                                64

<PAGE>

                                  EXHIBIT 10.16

             CONSULTING AGREEMENT WITH RETAIL OEM INTERNATIONAL INC.
              This agreement is made on the 21st day of July, 1997

                        SOFTWARE REPRESENTATION AGREEMENT

          AMONG:  Retail OEM  International,  Inc.,  a  California  corporation,
     having its office at 359 San Miguel,  Suite 110, Newport Beach,  California
     92660 ("ROI");

          AND: MediaX Corporation, a California corporation having its office at
     8522 National Boulevard, Culver City, California, 90232 ("MediaX")

  WHEREAS the  parties  wish that ROI act as MediaX's  sales  representative  in
  respect of software published by MediaX in the territory;

  NOW THEREFORE THIS AGREEMENT  WITNESSES that in  consideration of the premises
  and the mutual agreements and covenants herein contained and the payment of $1
  made  by  each  party  to  the  other  (the   receipt  and  adequacy  of  such
  consideration  is hereby  mutually  acknowledged  by each party),  the parties
  hereby covenant and agree as follows:

1.       INTERPRETATION

1.1  Interpretation  - For the purposes of this  agreement,  except as otherwise
     expressly provided herein:

     (a)  "this  Agreement"  means this Agreement as it may from time to time be
          supplemented or amended and in effect;

     (b)  all  references  in  this   Agreement  to  a  designation   "Section",
          "paragraph",   "subparagraph",   or  other  subdivision,   is  to  the
          designated  Section,  paragraph,  subparagraph or other subdivision of
          this Agreement unless otherwise specifically stated;

     (c)  the words  "herein",  "hereof"  and  "hereunder"  and  other  words of
          similar  import  refer  to this  Agreement  as a whole  and not to any
          particular Section, paragraph, subparagraph or other subdivision;

     (d)  the  singular of any term  includes  the plural and vice versa and the
          use of  any  term  is  equally  applicable  to any  gender  and  where
          applicable a body corporate;

     (e)  the  word  "or" is not  exclusive  and  the  word  "including"  is not
          limiting    (whether   or   not   non-limiting    language   such   as
          "without-limitation" or "but not limited to" or other words of similar
          import is used with reference thereto);

     (f)  the headings to the paragraphs and subparagraphs of this Agreement are
          inserted for convenience only and do not form a part of this Agreement
          and are not intended to interpret,  define or limit the scope,  extent
          or intent of this Agreement or any provision hereof;

     (g)  any reference to a corporate  entity  includes and is also a reference
          to any corporate entity that is a successor to such entity; and

     (h)  the  language  in all  parts of this  Agreement  shall in all cases be
          construed as a whole and neither  strictly  for nor against  either of
          the parties.

                                                           [MEDIAX\123198.FS]-12

<PAGE>

2.       APPOINTMENT

2.1 Sales  Representative.  MediaX hereby  appoints ROI as its  exclusive  sales
representative for the sale of Big Brother,  the Peter Norton PC Guru series and
all other software products as MediaX may publish or distribute  ("Products") to
accounts in the  Territory (as set forth in paragraph 2.2 hereto) and ROI hereby
accepts such appointment, on the terms and conditions provided herein.

2.2      Territory.  The territory shall be as defined on Schedule "A".

2.3 Efforts.  ROI shall use its best  efforts and skill to solicit  sales of the
Products,  which shall represent its principal business activity. ROI, may, upon
written notice to MediaX,  represent other software  products from other parties
provided  such  products  and parties are not  competitive  with the Products or
MediaX ad such  representation  does not in any way  compromise  or diminish its
duties and obligations hereunder.  MediaX acknowledges and accepts ROI's current
representation  of Syncronys  Softcorp,  Memorex  Software,  and  Globalink,  as
non-competitive products and parties.

2.4 Term. The  appointment of ROI hereunder shall commence as of the date hereof
and shall terminate on July 31st, 1999, unless terminated  earlier in accordance
with  the  provisions  of this  Agreement.  Furthermore,  this  Agreement  shall
automatically  renew in two-year increments unless terminated in accordance with
the provisions of this Agreement.

2.5  MediaX  Expenses.  MediaX  shall,  at its  expense,  provide  ROI  (and its
customers) with a reasonable supply of sales literature, samples of the Products
and other  sales and  marketing  materials.  As well,  from time to time,  where
reasonable,  MediaX shall accompany ROI on key sales  meetings,  particularly in
pursuit of new account engagements and product releases.

26 ROI Expenses.  ROI shall be exclusively  responsible  for all of its business
communication,  travel,  entertainment and other expenses incurred in connection
with the  solicitation  of sales of the Products and carrying out its duties and
obligations  hereunder.  As well, ROI shall, at its expense, meet with MediaX at
its headquarters in Culver City at least one per month to develop and coordinate
sales and marketing  strategies.  Reasonable travel and  entertainment  expenses
incurred by ROI in respect of Special Meetings (those  considered over and above
that normally required for sales  solicitation)  shall be reimbursable by MediaX
with its prior  written  approval.  The following  Special  Meetings have MediaX
prior approval:  managers' shows, Comdex,  CeBit, E-3 and Retail Vision.  Should
ROI represent additional clients at said Special Meetings, then in such instance
all  applicable  expenses  shall  be  pro-rated  among  the  number  of  clients
represented at such meeting(s).

3.       PURCHASE ORDERS AND INVOICING

3.1 Purchase  Orders.  All purchase orders  solicited by ROI on behalf of MediaX
shall be made  with  MediaX  and  shall be  subject  to  terms  and  conditions,
including prices, discounts and delivery dates as approved in advance by MediaX.
Purchase orders may be sent to ROI, for direct forwarding to MediaX  immediately
thereafter.

3.2  Invoices.  MediaX  shall  directly  invoice all  accounts in respect of all
purchase orders solicited by ROI and shall directly  process payment  therefrom.
MediaX shall make copies of all such invoices available to ROI.

4.       COMPENSATION

4.1 Monthly  Retainer.  Commencing  September  1, 1997,  MediaX  shall pay ROI a
retainer of Three Thousand Dollars ($3,000) per month.  Retainer  payments shall
be due and payable on or before the 15th of each month;  any partial month shall
be pro-rated.  The monthly  retained shall be credited to commissions  earned by
ROI for that  particular  month  only.  No  commissions  will be paid unless the
monthly retainer amount is exceeded in monthly commissions earned by ROI subject
to section 4.2 of this Agreement and subject to Schedule "A" of this  Agreement.
For  example,  if  monthly  commissions  equal  $25,000  and MediaX has paid the
retainer  of  $3,000,  then  an  additional  payment  of  $22,000  is  due  ROI.
Conversely, if monthly commissions equal $2,000 and MediaX has paid the retainer
of $3,000,  then no  additional  payment is due ROI, nor shall any refund be due
MediaX for that particular month.

4.2  Commissions.  MediaX shall pay ROI a commission  as  stipulated in Schedule
"A",  exclusive  of all  taxes,  duties,  shipping  charges  (i.e.  the  cost of
Products)  that may be included in the total invoice  amount due MediaX from its
customers,  and net of all returns of the Products and any  associated  charges.
Promotional allowances such as sales SPIFFS, advertising funds, rebates, and the
like  shall  not  reduce  commissions  due to ROI  even if such  allowances  are
deducted from invoices.  Special price  reductions on Products,  however,  shall
decrease commissions due to ROI.

                                                           [MEDIAX\123198.FS]-12

<PAGE>

4.3 Payment & Accounting of Commissions.  MediaX shall pay commissions to ROI on
the  earlier of (a) actual  receipt of payment of an invoice by MediaX or (b) 60
days  from the  date of  invoice.  There  shall be a  quarterly  accounting  and
reconciliation of commissions and of any expenses in respect of Special Meetings
as any be reasonably determined by time to time by the parties.

4.4 Options. MediaX agrees to grant each ROI principal, Tammy Gibbons and Robert
Keilch,  a Common Stock Option,  in the form and on the terms attached hereto as
Schedule "B", to purchase Two Hundred Fifty Thousand (250,000) shares of MediaX'
common  stock at a fair  market  value  price per share as  further  defined  in
Schedule  "B".  Any  unvested  options  shall  terminate  in the event  that the
Agreement is  terminated  by either MediaX or ROI under Section 6.2 hereunder by
ROI (but not by MediaX) under Section 6.3 hereunder.

5.       RELATIONSHIP OF PARTIES

5.1 Independent  Contractor.  The relationship created by this Agreement is that
of principal and selling  agent.  ROI is an  independent  contractor  and not an
employee of MediaX. Save and except for the solicitation of purchase orders, ROI
and its staff or agents,  shall not,  without prior  written  consent of MediaX,
have any right or  authority  to create or  assume  any  obligation  of any kind
whatsoever  or make any  warranty  or  representation  on behalf of  MediaX,  or
otherwise obligate or render MediaX liable in any manner whatsoever.

5.2 ROI Indemnity. ROI agrees to indemnify and hold MediaX and its employees and
agents harmless and to pay all losses, costs, damages and expenses,  whatsoever,
including  reasonable  attorney fees, which they, or any of them, may sustain or
incur on account of or arising from the acts, omissions,  and representations of
ROI and its employees and agents.

5.3 MediaX Indemnity.  MediaX agrees to indemnify and hold ROI and its employees
and  agents,  harmless  and to pay all  losses,  costs,  damages  and  expenses,
whatsoever,  including reasonable attorney fees, which they, or any of them, may
sustain or incur on account of infringement  or alleged  infringement or patent,
trademarks,  or trade names,  resulting from the sale of the Products or arising
on account of warranty claims or products liability matters.

6.       GENERAL

6.1  Notices.  All notices  relating to this  Agreement  shall be in writing and
delivered via courier  addressed to the appropriate party at the address of such
party as set out on the first page of this Agreement, or to such other addresses
as may be specified by one party to the other parties by notice in writing. Such
notices  shall be deemed to have been received by the party to whom it was given
on the third business day following the sending thereof by courier.

6.2  Termination  With  Cause.  Either  MediaX or ROI party may  terminate  this
Agreement  immediately  by written  notice in the event  that the other  becomes
insolvent,  files for bankruptcy or remains in material breach of this Agreement
after the noted cure period. Upon written notification of a material breach, the
breaching party shall have sixty (60) days to cure said breach.

6.3 Termination  Without Cause. Either MediaX or ROI may without cause terminate
this Agreement on 180 days written notice.

6.4  Confidentiality.  The parties shall maintain strict  confidentiality of the
other's business, financial, technical and marketing information and affairs.

6.5  Governing  Law.  This  Agreement  shall be  governed  by and  construed  in
accordance with the laws of the State of California.

6.6  Arbitration.  Any  controversy  of claim arising out of or relating to this
Agreement  shall be resolved by  arbitration  in accordance  with the Commercial
Arbitration Rules of the American  Arbitration  Association then in effect,  and
judgment upon the award  rendered by the  arbitrators  in any such  arbitration,
including,  without limitation,  specific performance of this Agreement,  may be
entered  in  any  federal  or  state  court  having  jurisdiction  thereof.  The
prevailing party in any such  arbitration  shall be entitled to recover from the
other party in addition to all other relief,  all reasonable  costs and expenses
actually incurred in connection with such arbitration.

                                                           [MEDIAX\123198.FS]-12

<PAGE>

6.7  Severability.  If any  one or  more  of the  provisions  contained  in this
Agreement  should be  invalid,  illegal or  unenforceable  in any  respect,  the
validity,  legality and  enforceability  of the remaining  provisions  contained
herein shall not in any way be affected or impaired thereby.

6.8 Further  Assurances.  The parties hereto shall with reasonable  diligence do
all such things and provide all such reasonable assurances as may be required to
consummate the  transactions  contemplated  hereby,  and each party hereto shall
provide such further documents or instruments required by the other party as may
be reasonably necessary or desirable to effect the purpose of this Agreement.

6.9 Entire  Agreement.  This Agreement  constitutes the entire agreement between
the parties hereto and supersedes all prior agreements, whether written or oral,
made  between the parties  hereto,  and there do not exist any  representations,
warranties,  terms or conditions,  expressed or implied, statutory or otherwise,
and no  agreements  collateral  hereto,  other  than as  expressly  set forth or
referred to in this Agreement.

6.10 Enurement. This Agreement and each of the terms and provisions hereof shall
enure to the  benefit  of and be  binding  upon the  parties  hereto  and  their
respective   heirs,   executors,   administrators,   personal   representatives,
successors  and  permitted  assigns;  provided,  however,  that ROI shall not be
entitled  to assign or  delegate  any of its  rights  or  obligations  hereunder
without the prior written consent of MediaX.

6.11  Counterparts.  This Agreement may be executed in two or more counterparts,
each of which shall be deemed to be an original, but all of which together shall
constitute one and the same instrument.

IN WITNESS WHEREOF the parties hereto have hereunto duly executed this Agreement
as of the day and year first above written.

MediaX Corporation                      Retail OEM International, Inc.

By:                                     By:



(print name, title)                     (print name, title)

Date:                                   Date:

                                                           [MEDIAX\123198.FS]-12

<PAGE>

                                  SCHEDULE "A"

                          COMMISSION RATE and TERRITORY

Commission Rate.  MediaX shall pay ROI, Inc., a commission equal to Five Percent
(5.0%)  of all  invoices,  net of  returns,  for  sales  within  the  territory,
exclusive of any taxes,  duties,  shipping  charges,  and cost of goods that may
appear on MediaX invoices to its customers.

Territory.
The territory shall consist of all  distribution,  dealer,  reseller  (including
Value Added Resellers,  and catalogers),  OEM (Original Equipment Manufacturer),
and ISP (Internet Service Provider)  accounts in the United States and Canada on
an exclusive basis, and the rest of the world on a non-exclusive basis.

                                                           [MEDIAX\123198.FS]-12

<PAGE>

                                  SCHEDULE "B"

                               MediaX Corporation
                 8522 National Boulevard, Culver City, CA 90232

                                  July 21, 1997

The option price granted to each ROI Principal, Tammy Gibbons and Robert Keilch,
to purchase Two Hundred Fifty  Thousand  (250,000)  shares of the $.01 par value
common  stock of MediaX at a fair market  value option price that shall be equal
to the  closing  price of the  stock on the  first  day of this  Agreement.  The
closing  price of the common stock on July 21, 1997 was $1-1/8 per share,  which
shall be the fair market value option price. Said shares shall be fully tradable
and are not subject to any restrictions whatsoever.

This Common Stock Option shall vest as follows:

         Robert Keilch/Tammy Gibbons
         25,000 shares on September 30, 1997 "+"

                  Thereafter:


# shares                        Vested Upon
25,000                            50,000th unit ships "+"
25,000                           100,000th unit ships "+"
25,000                           150,000th unit ships "+"
25,000                           250,000th unit ships "+"
25,000                           300,000th unit ships "+"
25,000                           350,000th unit ships "+"
25,000                           400,000th unit ships "+"
25,000                           450,000th unit ships "+"
25,000                           500,000th unit ships "+"
25,000                           550,000th unit ships "+"
25,000                           600,000th unit ships "+"
25,000                           650,000th unit ships "+"
25,000                           700,000th unit ships "+"
25,000                           750,000th unit ships "+"
25,000                           800,000th unit ships "+"
25,000                           850,000th unit ships "+"
25,000                           900,000th unit ships "+"
25,000                           950,000th unit ships "+"
250,000 Total Shares

In the event that the Software Representation Agreement dated July 21, 1997 (the
"Agreement"),  among ROI, Inc., is rightfully terminated by either MediaX or ROI
under Section 6.2 of the Agreement or by ROI under Section 6.3 of the Agreement,
then this Common  Stock  Option  shall  terminate  with respect to the number of
shares which have not vested as of the  effective  date of  termination.  In the
event that the  Agreement  is  terminated  by MediaX  under  Section  6.3 of the
Agreement,  then all  unvested  options  shall  fully  vest one day prior to the
effective termination date.

                                                           [MEDIAX\123198.FS]-12

<PAGE>

                                  EXHIBIT 10.17

                                  - S - M - E -
                           o Financial Communications

August 12, 1997

Ms. Nancy Poertner
President and Chief Executive Officer
MediaX Corporation
8522 National Boulevard, Suite 110
Culver City, CA 90232

Dear Nancy:

This will  confirm our  agreement  that SME  Financial  Communications  has been
retained  to provide  investor  relations/public  relations  counsel  for MediaX
Corporation, in accordance with the following:

1.   MediaX  Corporation has retained SME Financial  Communications  as investor
     relations  counsel for a 12-month  period  commencing  August 13, 1997. The
     scope   of   such   counsel   to   conform    with   the   SME    Financial
     Communications-submitted  proposal dated August 8, 1997 and hereby accepted
     by MediaX Corporation.

2.   SME Financial  Communications  will be paid a retainer of $3,000 per month,
     payable at the beginning of each month, plus 45,000 options to purchase one
     share of MediaX common stock each at today's price of $1.38 per share; such
     options vesting at a rate of 3,750 options per month, each month.

3.   SME Financial  Communications  further agrees to advance funds on behalf of
     MediaX  Corporation  for  out-of-pocket   expenses,   which  SME  Financial
     Communications  will bill to MediaX  Corporation on a monthly basis.  These
     expenses are expected to run between  $300-$400  per month and will include
     telephone,  copying, general mailing, messenger services, news services and
     other tracking  services,  subscriptions  to trade  publications  and other
     reference materials.  Expenses that will be excluded from the above charges
     include PR Newswire and Business  Wire,  and vendors  providing  conference
     call  services.  Additional  excluded  expenses which will be authorized by
     MediaX  Corporation  prior to being incurred include travel and other costs
     incurred in  conjunction  with  meetings  with the  financial  community or
     MediaX,  production  charges  related  to the  development  of  promotional
     materials,  and special  mailing  charges related to direct mail campaigns.
     Any single expense of more than $100 must be approved by MediaX Corporation
     in writing, in advance.

                                                           [MEDIAX\123198.FS]-12

<PAGE>

4.   MediaX   Corporation   will  indemnify  and  hold  harmless  SME  Financial
     Communications its controlling persons, officers, directors,  employees and
     agents from and against any and all losses, claims,  damages,  liabilities,
     costs and expenses  (including,  but not limited to  reasonable  attorney's
     fees) which SME Financial  Communications  or any of the foregoing  persons
     may be subject to or incur in  connection  with the services to be rendered
     by SME Financial  Communications to MediaX Corporation (including,  but not
     limited  to,  its or  their  reliance  upon  or  use  of  any  information,
     documents, representations, reports or data furnished by or prepared MediaX
     Corporation).  This  paragraph  shall not apply to any  action or  inaction
     which has been  judicially  determined  to be willful  misconduct  or gross
     negligence  on the  part of SME  Financial  Communications.  SME  Financial
     Communications  agrees to indemnify  and hold MediaX  Corporation  harmless
     from  and  against  any  and all  claims,  demands,  liabilities,  actions,
     judgments, and expenses,  including attorney's fees and expenses reasonably
     incurred by, against or of MediaX Corporation, arising out of any breach of
     any obligation or representation by SME contained in this Agreement, or out
     of any action brought by a third party involving any  communication  by SME
     Financial  Communications  outside the scope of this Agreement or otherwise
     unauthorized by MediaX Corporation.

5.   SME Financial  Communication's  engagement is for a period of not less than
     three  months,  beyond  which it may be  terminated  by either  party  upon
     30-days written notification, it being understood that the provision hereof
     relating  to  the  payment  of  unpaid  fees  and  accrued   expenses   and
     indemnification will survive any such termination.

6.   SME Financial  Communications will maintain the confidentiality of all such
     material  information and any other information  about MediaX  Corporation,
     its operations, strategies, technology and employees, regardless of source,
     that may be deemed proprietary, confidential or sensitive, unless and until
     both  parties  agree  upon  an  appropriate  means  of  dissemination.  SME
     Financial  Communications  will observe all  applicable  SEC,  NASD and all
     other rules and  regulations  that pertain to the performance of its duties
     under this Agreement.

7.   MediaX Corporation has the right of refusal to SME Financial Communications
     being  engaged  on an  ongoing  or  project  basis by any  company  that is
     reasonably deemed to be a direct competitor to MediaX Corporation.

If this  conforms  to your  understanding  of our  agreement,  please  sign  the
attached copy and return it to me for our files.

Sincerely,

Agreed: SME Financial Communications    Agreed: MediaX Corporation

By:  /s/  Tom J. Eckman                 By:  /s/  Nancy Poertner
     ------------------------                ----------------------------------
          Tom J. Eckman                           Nancy Poertner

Date:                                   Date:

                                                                72

<PAGE>

                                  EXHIBIT 10.18

              CONSULTING AGREEMENT WITH BUSINESS NEWS NETWORK INC.

                              [MEDIAX\123198.FS]-12
             5025 Centennial Boulevard o Colorado Springs, CO 80919
                      Fax: 719-528-1438 o Tel: 719-528-7040

BNN  BUSINESS
     NEWS
     NETWORK, INC.
------------------

                                October 31, 1997

MediaX Corporation  
8522 National Boulevard
Suite 110
Culver City, CA 90232

Ladies and Gentlemen:

         In connection  with our proposed  purchase of 400,000  shares of Common
Stock  (the  "Shares")  of  MediaX   Corporation,   a  Nevada  corporation  (the
"Company"), we confirm that:

         1. We agree not to  resell,  pledge or  otherwise  transfer  the Shares
except  in  compliance  with  the  Securities  Act  of  1933,  as  amended  (the
"Securities Act"), and all applicable state securities laws.

         2. We  understand  that the offer and sale of the Shares  have not been
registered  under the Securities Act or pursuant to any state  securities  laws,
and that the Shares may not be offered or sold  within the United  States to, or
for the account or benefit of, U.S. persons, within two years after the original
issuance date thereof,  except pursuant to an exemption from registration  under
the  Securities  Act and  state  securities  laws or  pursuant  to an  effective
registration statement under the Securities Act, and we further agree to provide
to any  person  purchasing  any of the  Shares  from us a notice  advising  such
purchaser that any resale of the Shares is restricted as stated herein.

         3. We understand that, on any proposed resale of any Shares, we will be
required to furnish to the Company such  certification,  written legal  opinions
and other information as the Company may reasonably  require to confirm that the
proposed sale complies with the foregoing  restrictions.  We further  understand
that the Shares purchased by us will bear a legend to the foregoing effect.

         4. We are an  institutional  "accredited  investor" (as defined in Rule
501(a)(1), (2), (3) or (7) of Regulation D promulgated under the Securities Act)
and have such knowledge and  experience in financial and business  matters as to
be capable of evaluating  the merits and risks of our  investment in the Shares,
and we and any  accounts  for  which we are  acting  are  each  able to bear the
economic risk of our or their investment, as the case may be.

         5. We are acquiring  the Shares  purchased by us for our account or for
one or more accounts (each of which is an institutional  "accredited  investor")
as to each of which we exercise sole investment discretion.

         You and your  respective  counsel are entitled to rely upon this letter
and are  irrevocably  authorized  to produce this letter or a copy hereof to any
interested party in any  administrative  or legal proceeding or official inquiry
with respect to the matters covered hereby.

                                                           [MEDIAX\123198.FS]-12

             5025 Centennial Boulevard o Colorado Springs, CO 80919
                      Fax: 719-528-1438 o Tel: 719-528-7040

                                       73

<PAGE>

THIS LETTER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL
LAWS OF THE STATE OF NEW YORK.

                                        Very truly yours,

                                        By:
                                        Name:
                                        Title:
                                        Address:

                                                           [MEDIAX\123198.FS]-12

             5025 Centennial Boulevard o Colorado Springs, CO 80919
                      Fax: 719-528-1438 o Tel: 719-528-7040

<PAGE>

BNN  BUSINESS
     NEWS
     NETWORK, INC.
------------------

                                October 31, 1997

Rainer Poertner
Chairman
MediaX Corporation
8522 National Boulevard, #110
Culver City, CA 90232

         Re:      Agreement for Purchase of Advertising Time

Dear Sir:

         This  letter  will set forth our  agreement,  effective  as of the date
first  written  above,  with  respect  to the  purchase  by  MediaX  Corporation
("Corporation")  of  advertising  time on the  broadcast  of the  Business  News
Network  (the  "Network").  Business  New  Network,  Inc.  ("BNN")  will provide
Corporation  with a six hundred  thousand dollar  ($600,000)  credit towards the
purchase of advertising on the Network's  broadcast (the "Credit").  In exchange
for the Credit,  Corporation will issue to BNN four hundred  thousand  (400,000)
shares of its common stock.  A certificate  evidencing  BNN's  ownership of such
shares  shall be delivered  to BNN within five  business  days of the date first
written above.

         The  Corporation  may  utilize  the Credit for  advertising  time to be
broadcast  any time prior to 12:00  a.m.  EST on the third  anniversary  of this
Agreement,  subject to  availability;  provided  that to the extent at least one
third of the Credit is not utilized by the second anniversary of this Agreement,
that portion of the Credit will expire and further  provided that BNN may refuse
to provide  advertising time representing a conversion of more than one tenth of
the original Credit in a single calendar month.  The conversion of the Credit to
advertising  time shall be made based on BNN's MediaX Rate Card. A copy of BNN's
current  MediaX Rate Card is appended to this letter.  In the event BNN's MediaX
Rate Card changes,  Corporation  shall be entitled to purchase  advertising time
according to the replaced  MediaX Rate Card for a period of 120 days  subsequent
to BNN's notice to Corporation of such change.

         Corporation's  rights under this Agreement may not be assigned  without
the written consent of BNN. This Agreement  represents the entire  understanding
of the parties and may be modified only by a writing signed by the parties.

         The signature made in closing below shall evidence BNN's  acceptance of
and intent to be bound by the foregoing, with the further intent that all others
may rely thereupon.  Please have Corporation execute this Agreement in the space
provided. In addition,  please deliver a copy of the resolution of Corporation's
Board of Directors to issue the  Corporation  Shares together with a Secretary's
Certificate  authenticating  such  resolution.  Once executed by all parties and
delivery of the foregoing  corporate  documents  having been made, the Agreement
shall be deemed effective as of the date first written above.

                                                           [MEDIAX\123198.FS]-12

             5025 Centennial Boulevard o Colorado Springs, CO 80919
                      Fax: 719-528-1438 o Tel: 719-528-7040

<PAGE>

         We at BNN are  pleased  to provide  you with this asset and  anticipate
providing  you with even greater  value upon its  conversion  to an  advertising
campaign.

                                        Very truly yours,

                                        /s/  Robert E. Long
                                        ---------------------------------------
                                             Robert E. Long

Agreed to and accepted on this day of , 1997, with the intent to be bound by the
foregoing and with the further intent that all others may rely thereupon.

CORPORATION

By:                                         Corporate Seal:

Its:

                                                           [MEDIAX\123198.FS]-12

             5025 Centennial Boulevard o Colorado Springs, CO 80919
                      Fax: 719-528-1438 o Tel: 719-528-7040

                                                           [MEDIAX\123198.FS]-12

<PAGE>

                                  EXHIBIT 10.19

                       CONSULTING AGREEMENT WITH WILLOWRUN

           This Agreement is made as of the 24th day of December, 1997

     AMONG:   Willowrun  Software  Marketing,   Inc.,  David  Brow,  a  Canadian
corporation,  having  its  office at 1052  Kings  Avenue,  West  Vancouver,  BC,
("Willowrun");

     AND: MediaX  Corporation,  a Nevada  corporation  having its office at 8522
National Boulevard, Culver City, California 90232 ("MediaX")

WHEREAS the parties wish that WILLOWRUN act as MediaX' sales  representative  in
respect of software published by MediaX in the territory.

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and
the mutual  agreements and covenants herein contained and the payment of $1 made
by each party to the other (the  receipt and adequacy of such  consideration  is
hereby  mutually  acknowledged  by each party),  the parties hereby covenant and
agree as follows:

1.   INTERPRETATION

1.1  Interpretation  - For the purposes of this  agreement,  except as otherwise
     expressly provided herein:

     (a)  "this  Agreement"  means this Agreement as it may from time to time be
          supplemented or amended and in effect;

     (b)  all  references  in  this   Agreement  to  a  designation   "Section",
          "paragraph",   "subparagraph",   or  other  subdivision,   is  to  the
          designated  Section,  paragraph,  subparagraph or other subdivision of
          this Agreement unless otherwise specifically stated;

     (c)  the words  "herein",  "hereof"  and  "hereunder"  and  other  words of
          similar  import to refer to this  Agreement  as a whole and not to any
          particular Section, paragraph, subparagraph or other subdivision;

     (d)  the  singular of any term  includes  the plural and vice versa and the
          use of  any  term  is  equally  applicable  to any  gender  and  where
          applicable a body corporate;

     (e)  the  word  "or" is not  exclusive  and  the  word  "including"  is not
          limiting    (whether   or   not   non-limiting    language   such   as
          "without-limitation" or "but not limited to" or other words of similar
          import is used with reference thereto)

     (F)  the headings to the paragraphs and subparagraphs of this Agreement are
          inserted for convenience only and do not form a part of this Agreement
          and are not intended to interpret,  define or limit the scope,  extent
          or intent of this Agreement or any provision hereof;

     (g)  any reference to a corporate  entity  includes and is also a reference
          to any corporate entity that is a successor to such entity; and

     (h)  the  language  in all  parts of this  Agreement  shall in all cases be
          construed as a whole and neither  strictly  for nor against  either of
          the parties.

                                                           [MEDIAX\123198.FS]-12

<PAGE>

2.   APPOINTMENT

2.1 Sales Representative. MediaX hereby appoints WILLOWRUN as its exclusive sale
representative for the sale of Peter Norton PC Guru series as MediaX may publish
or  distribute  this product  ("Products")  to accounts in the Territory (as set
forth in paragraph 2.2 hereto) and WILLOWRUN hereby accepts such appointment, on
the terms and conditions provided herein.

2.2  Territory. The territory shall be as defined on Schedule "A".

2.3 Efforts.  WILLOWRUN shall use its best efforts and skill to solicit sales of
the Products,  which shall represent its principal business activity.  WILLOWRUN
may, upon written notice to MediaX represent other software  products from other
parties provided such products and parties are not competitive with the Products
or MediaX and such representation does not in any way compromise or diminish its
duties and obligations  hereunder.  MediaX  acknowledges and accepts WILLOWRUN's
current  representation  of  Syncronys  Softcorp,   Powerquest  Corporation,  as
non-competitive products and parties.

2.4 Term. The  appointment of WILLOWRUN  hereunder shall commence as of the date
hereof and shall terminate on December 24th, 1999, unless terminated  earlier in
accordance  with the provisions of this Agreement.  Furthermore,  this Agreement
shall automatically renew in two-year increments unless terminated in accordance
with the provisions of this Agreement.

2.5 MediaX Expenses.  MediaX shall, at its expense,  provide  WILLOWRUN (and its
customers) with a reasonable supply of sales literature, samples of the Products
and other  sales and  marketing  materials.  As well,  from time to time,  where
reasonable, MediaX shall accompany WILLOWRUN on key sales meetings, particularly
in pursuit of new account engagements and product releases.

2.6 WILLOWRUN  Expenses.  WILLOWRUN shall be exclusively  responsible for all of
its business communication, travel, entertainment and other expenses incurred in
connection  with the  solicitation  of sales of the Products and carrying out of
its duties and obligations hereunder.  As well, WILLOWRUN shall, at its expense,
meet with  MediaX at its  headquarters  in Culver City at least once every three
months to develop and  coordinate  sales and  marketing  strategies.  Reasonable
travel and  entertainment  expenses  incurred by WILLOWRUN in respect of Special
Meetings  (those  considered  over and above that  normally  required  for sales
solicitation)  shall be reimbursable by MediaX with its prior written  approval.
The following  Special  Meetings have MediaX's prior approval:  managers' shows,
Comdex,  CES.  E-3 and Retail  Vision.  Should  WILLOWRUN  represent  additional
clients at said Special Meetings,  then in such instance all applicable expenses
shall be pro-rated among the number of clients represented at such meeting(s).

3.   PURCHASE ORDERS & INVOICING

3.1 Purchase  Orders.  All purchase  orders  solicited by WILLOWRUN on behalf of
MediaX  shall be made with MediaX and shall be subject to terms and  conditions,
including prices, discounts and delivery dates as approved in advance by MediaX.
Purchase  orders  may be sent to  WILLOWRUN,  for  direct  forwarding  to MediaX
immediately thereafter.

3.2  Invoices.  MediaX  shall  directly  invoice all  accounts in respect of all
purchase  orders  solicited  by WILLOWRUN  and shall  directly  process  payment
therefrom. MediaX shall allow WILLOWRUN to review invoices at MediaX's offices.

4.   COMPENSATION

4.1 Compensation. MediaX shall pay WILLOWRUN a commission equal to 4.5% of Gross
Revenues  received by MediaX for retail  sales  generated by  WILLOWRUN.  In the
event that  WILLOWRUN  collects  payments  in less than 60 days from the date of
invoice, an additional 1% commission shall be paid to WILLOWRUN.  Gross Revenues
shall mean the actual amount received by MediaX less all taxes, duties, shipping
charges,  returns and all  associated  charges,  cash  discounts,  special price
reductions   including  price   protections  and  a  30%  reserve  for  returns.
Promotional allowances such as sales SPIFFS, advertising funds, rebates, and the
like shall not reduce  commissions  due to WILLOWRUN even if such allowances are
deducted from invoices.

                                                           [MEDIAX\123198.FS]-12

<PAGE>

4.2 Sign Up Payment.  MediaX shall pay WILLOWRUN a one-time payment of $1,500 no
later than 10 days after signing of contract.

4.3a Payment & Accounting of Commissions. Commissions shall be paid by MediaX to
WILLOWRUN  on the  earlier  of (a)  actual  receipt  of payment of an invoice by
MediaX  or (b) 90 days  from  the date of  invoice.  There  shall  be  quarterly
accounting and  reconciliation  of commissions and of any expenses in respect of
Special Meetings as may be reasonably determined by time to time by the parties.

4.3b  Options.  MediaX agrees to grant  WILLOWRUN a Common Stock Option,  in the
form and on the terms  attached  hereto as  Schedule  "B",  to  purchase  25,000
(twenty-five thousand) options under the MediaX non-qualifying stock option plan
for shares of MediaX' common stock at a fair market value price per share and at
a vesting  schedule as further  defined in Schedule  "B". Any  unvested  options
shall  terminate in the event that the  Agreement is terminated by either MediaX
or WILLOWRUN  under Section 6.2 hereunder by WILLOWRUN (but not by MediaX) under
Section 6.3 hereunder.

5.   RELATIONSHIP OF PARTIES

5.1 Independent  Contractor.  The relationship created by this Agreement is that
of principal and selling agent.  WILLOWRUN is an independent  contractor and not
an employee of MediaX.  Save and except for the solicitation of purchase orders,
WILLOWRUN and its staff or agents,  shall not, without the prior written consent
of MediaX, have any right or authority to create or assume any obligation of any
kind whatsoever or make any warranty or  representation  on behalf of MediaX, or
otherwise obligate or render MediaX liable in any manner whatsoever.

5.2 WILLOWRUN  Indemnity.  WILLOWRUN agrees to indemnify and hold MediaX and its
employees  and  agents,  harmless  and to pay all  losses,  costs,  damages  and
expenses, whatsoever,  including reasonable attorney fees, which they, or any of
hem, may sustain or incur on account of or arising from the acts,  omissions and
representations of WILLOWRUN and its employees and agents.

5.3 Media  Indemnity.  Media  agrees to  indemnify  and hold  WILLOWRUN  and its
employees  and  agents,  harmless  and to pay all  losses,  costs,  damages  and
expenses, whatsoever,  including reasonable attorney fees, which they, or any of
them, may sustain or incur on account of infringement or alleged infringement of
patent,  trademarks,  or trade names, resulting from the sale of the Products or
arising on account of warrant claims or products liability matters.

6.   GENERAL

6.1  Notices.  All notices  relating to this  Agreement  shall be in writing and
delivered via courier  addressed to the appropriate party at the address of such
party as set out on the first page of this Agreement, or to such other addresses
as may be specified by one party to the other parties by notice in writing. Such
notices  shall be deemed to have been received by the party to whom it was given
on the third business day following the sending thereof by courier.

6.2 Termination With Cause.  Either MediaX or WILLOWRUN party may terminate this
Agreement  immediately  by written  notice in the event  that the other  becomes
insolvent,  files for bankruptcy or remains in material breach of this Agreement
after the noted cure period. Upon written notification of a material breach, the
breaching party shall have sixty (60) days to cure said breach.

6.3  Termination  Without  Cause.  Either  MediaX or WILLOWRUN may without cause
terminate this Agreement on 90 days written notice.

6.4  Confidentiality.  The parties shall maintain strict  confidentiality of the
other's business, financial, technical and marketing information and affairs.

6.5  Governing  Law.  This  Agreement  shall be  governed  by and  construed  in
accordance with the laws of the State of California.

                                                           [MEDIAX\123198.FS]-12

<PAGE>

6.6  Arbitration.  Any  controversy  or claim arising out of or relating to this
Agreement  shall be resolved by  arbitration  in accordance  with the Commercial
Arbitration Rules of the American  Arbitration  Association then in effect,  and
judgment upon the award  rendered by the  arbitrators  in any such  arbitration,
including,  without limitation,  specific performance of this Agreement,  may be
entered  in  any  federal  or  state  court  having  jurisdiction  thereof.  The
prevailing party in any such  arbitration  shall be entitled to recover from the
other party in addition to all other relief,  all reasonable  costs and expenses
actually incurred in connection with such arbitration.

6.7  Severability.  If any  one or  more  of the  provisions  contained  in this
Agreement  should be  invalid,  illegal or  unenforceable  in any  respect,  the
validity,  legality and  enforceability  of the remaining  provisions  contained
herein shall not in any way be affected or impaired thereby.

6.8 Further  Assurances.  The parties hereto shall with reasonable  diligence do
all such things and provide all such reasonable assurances as may be required to
consummate the  transactions  contemplated  hereby,  and each party hereto shall
provide such further documents or instruments required by the other party as may
be reasonably necessary or desirable to effect the purpose of this Agreement.

6.9 Entire  Agreement.  This Agreement  constitutes the entire agreement between
the parties hereto and supersedes all prior agreements, whether written or oral,
made  between the  parties  hereto,  and there do no exist any  representations,
warranties,  terms or conditions,  expressed or implied, statutory or otherwise,
and no  agreements  collateral  hereto,  other  than as  expressly  set forth or
referred to in this Agreement.

6.10 Enurement. This Agreement and each of the terms and provisions hereof shall
enure to the  benefit  of and be  binding  upon the  parties  hereto  and  their
respective   heirs,   executors,   administrators,   personal   representatives,
successors and permitted assigns; provided, however, that WILLOWRUN shall not be
entitled  to assign or  delegate  any of its  rights  or  obligations  hereunder
without the prior written consent of MediaX.

6.11  Counterparts.  This Agreement may be executed in two or more counterparts,
each of which shall be deemed to be an original, but all of which together shall
constitute one an the same instrument


IN WITNESS WHEREOF the parties hereto have hereunto duly executed this Agreement
as of the day and year first above written.

MediaX Corporation                      Willowrun

BY:  /s/  Nancy Poertner                By:  /s/  J. David Brow
     ------------------------                ----------------------------------
          Nancy Poertner,                         J. David Brow,
          President                               President

January 7, 1998                         January 2,1998

                                                           [MEDIAX\123198.FS]-12

<PAGE>

                                  SCHEDULE "A"


                          COMMISSION RATE and TERRITORY

Commission  Rate.  MediaX shall pay WILLOWRUN,  Inc., a commission equal to four
and a half percent (4.5%) of all revenues  received,  net of returns,  for sales
within the territory, exclusive of any taxes, duties, shipping charges, and cost
of goods that may appear on MediaX invoices to its customers.

Territory.  The territory shall consist of all  distribution,  dealer,  reseller
(including  Value Added  Resellers,  and  catalogers),  OEM (Original  Equipment
Manufacturer),  and ISP  (Internet  Service  Provider)  accounts in Canada on an
exclusive basis.

                                                           [MEDIAX\123198.FS]-12

<PAGE>

                                  SCHEDULE "B"

                               MediaX Corporation
                 8522 National Boulevard, Culver City, CA 90232

                                December 15, 1997

The option price granted to WILLOWRUN, to purchase twenty five thousand (25,000)
shares of the $.01 par value  common  stock of  MediaX  at a fair  market  value
option price that shall be equal to the closing  price of the stock on the first
day of this Agreement. The closing price of the common stock on December 1, 1997
was $0.87 per share,  which shall be the fair market  value option  price.  Said
shares  shall  be  fully  tradable  and  are  not  subject  to any  restrictions
whatsoever.

This Common Stock Option shall vest as follows:

5,000  shares on March 31, 1998 and as to 2,500  shares on each of July 1, 1998,
October 1,1998,  January 1, 1999, April 1, 1999, July 1, 1999,  October 1, 1999,
January 1, 2000 and April 1, 2000.

In the event that the Software Representation  Agreement dated December 24, 1997
(the  "Agreement"),  among  WILLOWRUN  Inc., is rightfully  terminated by either
MediaX or WILLOWRUN  under  Section 6.2 of the  Agreement or by WILLOWRUN  under
Section 6.3 of the Agreement, then this Common Stock Option shall terminate with
respect to the number of shares which have not vested as of the  effective  date
of  termination.  In the event that the  Agreement is terminated by MediaX under
Section 6.3 of the Agreement, then all unvested options shall fully vest one day
prior to the effective termination date.

                                                           [MEDIAX\123198.FS]-12

<PAGE>

                                  EXHIBIT 10.20

                       CONSULTING AGREEMENT WITH TIM WERRY

This Consulting  agreement (the  "Agreement") is made and entered into this 20th
day of July 19,  1998,  by and between  Silhouette  Investments  Ltd., a British
Columbia  corporation,  Tim Werry (the  "Consultant"),  whose principal place of
business  is 4352  Bedford  Rd.,  Kelowna,  B.C.,  Canada,  V1W  3C5 and  MediaX
Corporation  (the "Client"),  whose principal place of business is 8522 National
Boulevard, Culver City, California 90232.

WHEREAS:

1. The  Consultant is willing and capable of providing on a "best efforts" basis
various  consulting and financial public relations services for and on behalf of
the client in connection  with the Client's  interactions  with  broker-dealers,
shareholders and members of the general public.

2. The Client desires to retain the Consultant as an independent  consultant and
the  Consultant  desires  to be  retained  in that  capacity  upon the terms and
conditions hereinafter set forth.

NOW,  THEREFORE,   in  consideration  of  the  mutual  promises  and  agreements
hereinafter  set  forth,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged, the parties hereto agree as follows:

1.  Consulting  Services.  The  Client  hereby  retains  the  Consultant  as  an
independent  consultant  to the client and the  Consultant  hereby  accepts  and
agrees  to such  retention.  The  Consultant  shall  render to the  Client  such
services of an advisory or consultative  nature in order to inform the brokerage
community, the Client's shareholders and the general public concerning financial
public  relations  and  promotional  matters  relating  to the  client  and  its
business. It is the intention of the parties that the Consultant will gather all
publicly-available  information  relating to the Client and confer with officers
and directors of the Client in an effort to consolidate the information obtained
into summary form for dissemination to interested  parties.  It is intended that
the Consultant will then distribute  such  information  concerning the Client to
registered  representatives  of  broker-dealers  and  other  person(s)  who  the
Consultant  determines,  in its sole  discretion,  are  capable  of  effectively
disseminating  such  information to the general public.  The Consultant will not
provide any investment advice or recommendations regarding the Client to anyone;
rather,  the  Consultant  will  focus  on  contacting  persons,   generally  via
telephonic communications and person-to-person meetings, in order to familiarize
them with  information  concerning the Client which the Consultant has collected
and is otherwise available to the general public.  Performance of the consulting
services described herein shall be accomplished exclusively by the Consultant.

2. Time, Place and Manner of Performance.  The Consultant shall be available for
advice  and  counsel  to the  officers  and  directors  of the  Client  at  such
reasonable  and  convenient  times and places as may be  mutually  agreed  upon.
Except as aforesaid,  the time,  place and manner of performance of the services
hereunder, including the amount of time to be allocated by the Consultant to any
specific service, shall be determined in the sole discretion of the Consultant.

3. Term of Agreement.  The term of this Agreement shall be,  commencing July 21,
1998, and terminating July 31, 2000 subject,  however,  to prior  termination as
herein provided,  and to a client  initiated  suspension of activities for up to
six months. During any such suspension, payments under paragraph 4a and 4b below
would also be suspended. All other dates in paragraph 4 would remain the same.

4. Compensation.  In consideration of the services to be provided for the Client
by the  Consultant,  the Client hereby agrees to  compensate  the  consultant as
follows:

<PAGE>

     a. The Client agrees to issue the  Consultant a registered  stock option to
purchase a total shares of one million of the Client's par value common stock as
per  exhibit  "A"  pursuant  to the  terms  and  conditions  of a  stock  option
agreement,  a copy of  which is  attached  hereto  and  incorporated  herein  by
reference as exhibit "B".

     b. The Client  agrees  that for a period of one year after the date of this
Agreement,  it will cooperate,  at its cost and expense, with the then holder(s)
of the shares of common stock received by the Consultant  and/or other person(s)
pursuant  to  sub-paragraphs  "c" "d" and "e" herein  above,  in  preparing  and
signing,  not more than once, any  registration  statement,  offering  circular,
post-effective  amendment or notification  required in order to sell or transfer
the aforesaid shares and will supply all information required therefor.

5.  Expenses.  The  Client  shall  reimburse  the  Consultant  on demand for all
expenses  and  other  disbursements,   including  but  not  limited  to  travel,
entertainment,  mailing,  printing and postage,  incurred by the  Consultant  on
behalf of the  Client  in  connection  with the  performance  of the  consulting
services  pursuant to this Agreement.  Expenses and  disbursements  in excess of
$200.00 shall have the Client's prior approval.

6. Termination. Notwithstanding any provision contained in this Agreement on the
contrary,  this Agreement may be terminated not prior to October 31, 1998 (three
months  after the date of this  Agreement)  by either party  without  cause upon
thirty (30) days' prior written notice.

7.  Work  Product.  It  is  agreed  that,  prior  to  public  distribution,  all
information  and materials  produced for the Client shall be the property of the
Consultant,  free and clear of all claims thereto by the Client,  and the Client
shall retain no claim of authorship therein.

8. Disclosure of Information. The Consultant recognizes and acknowledges that it
has and will have access to certain  confidential  information of the client and
its affiliates that are valuable,  special and unique assets and property of the
Client and such affiliates. The Consultant will not, during or after the term of
this Agreement,  disclose, without the prior written consent or authorization of
the  Client,  any of  such  information  to any  person,  except  to  authorized
representatives  of the Consultant or its affiliates,  for any reason or purpose
whatsoever. In this regard, the Client agrees that such authorization or consent
to disclosure  may be conditioned  upon the disclosure  being made pursuant to a
secrecy agreement,  protective order,  provision of statute, rule, regulation or
procedure  under which the  confidentiality  of the information is maintained in
the  hands  of the  person  to whom the  information  is to be  disclosed  or in
compliance with the terms of a judicial order or administrative process.

9. Nature of Relationship. It is understood and acknowledged by the parties that
the Consultant is being  retained by the Client in an  independent  capacity and
that in this  connection,  the Consultant  hereby agrees,  except as provided in
paragraph 4, herein above or unless the Client shall have otherwise consented in
writing,  not to enter into any  agreement or incur any  obligation on behalf of
the Client.

<PAGE>

10. Conflict of Interest.  The Consultant  shall be free to perform services for
other  persons.  The  Consultant  will notify the client of its  performance  of
consulting  services  for  any  other  person  which  could  conflict  with  its
obligations  under this  Agreement.  Upon receiving such notice,  the Client may
terminate  this  Agreement  or consent to the  Consultant's  outside  consulting
activities;  failure to terminate this Agreement  shall  constitute the Client's
ongoing consent to the Consultant's outside consulting activities.

11.  Indemnification  for  Securities  Law  Violations.  The  Client  agrees  to
indemnify  and hold  harmless  the  consultant  and each  officer,  director and
controlling  person of the  Consultant  against  any  losses,  claims,  damages,
liabilities  and/or expenses  (including any legal or other expenses  reasonably
incurred in  investigating  or defending any action or claim in respect thereof)
to which the  Consultant or such  officer,  director or  controlling  person may
become subject under the  Securities Act of 1933, as amended,  or the Securities
Exchange  Act of 1934,  as  amended,  because  of  actions  of the Client or its
agent(s).

12. Notices.  Any notices required or permitted to be given under this Agreement
shall be  sufficient  if in  writing  and  delivered  or sent by  registered  or
certified mail to the principal office of each party.

13. Waiver of Breach.  An waiver by the  Consultant of a breach of any provision
of this Agreement by the Client shall not operate or be construed as a waiver of
any subsequent breach by the Client.

14.  Assignment.  This  Agreement and the rights and  obligations of the parties
hereunder  shall  inure to the  benefit  of and  shall  be  binding  upon  their
successors and assigns.

15.  Applicable  Law.  It is the  intention  of the  parties  hereto  that  this
Agreement and the  performance  hereunder and all suits and special  proceedings
hereunder be construed in accordance  with and under and pursuant to the laws of
the  State of  Colorado  and that in any  action,  special  proceeding  or other
proceeding  that may be brought  arising out of, in connection with or by reason
of this  Agreement,  the laws of the State of Colorado  shall be applicable  and
shall govern to the exclusion of the law of any other forum,  without  regard to
the jurisdiction in which any action or special proceeding may be instituted.

16.  Severability.  All agreements and covenants contained herein are severable,
and in the event any of them shall be held to be invalid by any competent court,
the Agreement  shall be interpreted  as if such invalid  agreements or covenants
were not contained herein.

17.  Entire  Agreement.  This  Agreement  constitutes  and  embodies  the entire
understanding and agreement of the parties and supersedes and replaces all prior
understandings, agreements and negotiations between the parties.

18. Waiver and  Modification.  Any waiver,  alteration or modification of any of
the  provisions  of this  Agreement  shall be valid only if made in writing  and
signed by the parties  hereto.  Each party hereto,  from time to time, may waive
any of its rights  hereunder  without  effecting  a waiver  with  respect to any
subsequent occurrences or transactions hereof.

19. Counterparts.  This Agreement may be executed in counterparts, each of which
shall be deemed an original but both of which taken  together  shall  constitute
but one and the same document.

<PAGE>

IN WITNESS  WHEREOF,  the parties  hereto have duly executed and delivered  this
agreement as of the day and year first above written.

CONSULTANT:                             CLIENT:

Silhouette Investments Ltd.

/s/  Tim Werry                          /s/  MediaX Corporation
-----------------------------           ---------------------------------------
     Tim Werry, President                    MediaX Corporation

<PAGE>

                                  Exhibit "A"

Grant to purchase the following stock options as per the contract above:

500K options @ $0.25                      Option expires October 31, 1998
250K options @ $0.30                      Option expires January 31, 1999
250K options @ $0.40                      Option expires April 31, 1999

<PAGE>

                                  EXHIBIT 10.21

                   AGREEMENT WITH BUSINESS NEWS NETWORK, INC.

VIA FACSIMILE:                                           Monday, March 22, 1999

Rainer Poertner
Chairman
MediaX Corporation
8522 National Boulevard, #110
Culver City, California 90232

         Re:      Agreement for Purchase of Advertising Time

Dear Mr. Poertner:

         This letter will serve as certification and evidence of the transfer to
MediaX  Corporation   ("Corporation")  by  Intram  Investment  Co.  and  Granite
Securities Corp. of an advertising credit (the "Credit") in the aggregate amount
of one million  dollars  ($1,000,000),  effective  as of the date first  written
above and intended for the purchase of advertising  time on the broadcast of the
Business News Network (the  "Network").  The Credit may only be used to purchase
advertising  time on the Network and can not be converted  into cash or utilized
other than for the purchase of advertising time on the Network. In consideration
of the transfer to Corporation of the Credit,  Corporation  will issue to Intram
Investment  Co. (Tax ID#  13-1333178)  and  Granite  Securities  Corp.  (Tax ID#
13-2617857) an aggregate of two hundred thousand  (200,000) shares of its common
stock by  issuing  to each a  certificate  for one  hundred  thousand  (100,000)
shares. The certificates  evidencing ownership of such shares shall be delivered
to Intram Investment Co. and Granite  Securities Corp. prior to the commencement
of any  advertising  activities  under  this  agreement  and no  later  than ten
business days following the date first written above.

         As additional  consideration  for the Credit,  Corporation  shall grant
Intram  Investment Co. and Granite  Securities  Corp. each an option to purchase
fifty thousand (50,000) shares of the  Corporation's  common stock (an aggregate
of one hundred  thousand  (100,000)  shares),  at an exercise price of $6.50 per
share prepaid in cash at the time of exercise. The Option shall vest at the same
rate pro rata as the Credit  utilized  by  Corporation,  but no sooner  than the
first  anniversary  of this agreement and any unused portion of the Option shall
expire one year from the last date the Credit was fully utilized by Corporation,
but no later than two years from the anniversary of this agreement.

         The  Corporation  may  utilize  the Credit for  advertising  time to be
broadcast  any time prior to 12:00  a.m.  EST on the third  anniversary  of this
agreement,  subject to availability of the desired advertising spots and subject
to BNN's right to sell any spot for cash;  and provided,  that, to the extent at
least one third of the Credit is not utilized by the second  anniversary of this
agreement,  that portion of the Credit will expire and further,  provided,  that
BNN may refuse to provide  advertising  time  representing  a conversion of more
than one tenth of the original Credit in a single calendar month. The conversion
of the Credit to advertising  time shall be made based on a per spot  conversion
price of four  hundred  dollars  ($400)  where a "spot" shall mean one minute of
advertising  time. BNN may in its good faith discretion  refuse to broadcast any
advertising  content of  Corporation's if such content is deemed to be offensive
or otherwise inappropriate for broadcast by BNN.

         Corporation's  rights under this agreement may not be assigned  without
the written consent of BNN. This Agreement  represents the entire  understanding
of the parties and may be modified by a writing signed by the parties.


                       10 FAWN LANE, HAVERFORD, PA 19041
              TELEPHONE (610) 526-9347 * FACSIMILE (610) 526-9345

<PAGE>

MediaX Corporation                                               March 22, 1999
                                                                         Page 2

         Upon  execution  this  agreement  shall  supercede  all prior  terms of
agreement   regarding   this   advertising   credit   transfer,   including  the
Corporation's letter of agreement dated February 17, 1999.

         The signature made in closing below shall evidence BNN's  acceptance of
and intent to be bound by the foregoing, with the further intent that all others
may rely thereupon.  Please have Corporation execute this Agreement in the space
provided.

         We at BNN are  pleased  to provide  you with this asset and  anticipate
providing  you with even greater  value upon its  conversion  to an  advertising
campaign.

                                        Very truly yours,

                                        /s/  Michael B. Pisani
                                        ---------------------------------------
                                             Michael B. Pisani

Agreed to and accepted on this 22nd day of March, 1999,
with the Intent to be bound by the foregoing and with
the further Intent that all others may rely thereupon

CORPORATION:
MediaX Corporation

By   /s/  Rainer Poertner
     ------------------------
          Rainer Poertner

Its       Chairman

<PAGE>

                      EXHIBIT 27 - FINANCIAL DATA SCHEDULE

This schedule contains summary financial  information extracted from the balance
sheets and statement of  operations  found on pages F-2 and F-5 of the Company's
Form 10-KSB for the fiscal year ended December 31, 1997, and is qualified in its
entirety by reference to such financial statements.