Exhibit 10.1

        AGREEMENT BETWEEN STANDARD REGISTRAR & TRANSFER COMPANY, INC.
                                       AND
                                  CDX.COM, INC.



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                                  Exhibit 10.1

        AGREEMENT BETWEEN STANDARD REGISTRAR & TRANSFER COMPANY, INC.
                                       AND
                                  CDX.COM, INC.

      THIS  AGREEMENT,  is made and  entered  into this 25th of  January,  2001,
between Standard  Registrar & Transfer  Company,  Inc.,  hereinafter  designated
"Standard"  and CDX.Com,  Inc.,  hereinafter  designated  and referred to as the
"Corporation".

      In  consideration  of the  promises  herein  contained  and other good and
valuable   consideration,   the  receipt   and   adequacy  of  which  is  hereby
acknowledged, it is agreed as follows:

1.   Standard  shall  be  and it  hereby  is  appointed  transfer  agent  of the
     following Shares of the Corporation;

2.   The Secretary of the  Corporation  will file with Standard before it begins
     to act as transfer agent;

            A.    A copy of the Articles of Incorporation of the Corporation.

            B.    Specimens  of all  forms of  outstanding  certificates for
                  shares of the Corporation in the form approved by the Board of
                  Directors.

            C.    A list of all outstanding securities together with a statement
                  that future  transfers may be made without  restriction on all
                  securities, except as to shares subject to a restriction noted
                  on the face of said shares and in the corporate stock records.

            D.    A list of all shareholders deemed to be considered  "Insiders"
                  or "Control Persons" as defined in the Securities Act of 1933,
                  1934, and other acts of Congress and rules and  regulations of
                  the United  States  Securities  and Exchange  Commission  when
                  applicable.

            E.    The names and specimens signatures of all officers who are and
                  have been authorized to sign certificates for shares on behalf
                  of the  Corporation  and the name  and  address  of any  other
                  transfer agents or registrars of shares of the Corporation.

            F.    A copy of the  resolution  of the Board of  Directors  of the
                  Corporation authorizing  the  execution of the  agreement  and
                  approving the terms and conditions hereof.

                  In the event of any future  amendment or change in the respect
                  to any of the foregoing,  prompt written  notification of such
                  change,  together  with  copies of all  relevant  resolutions,
                  instruments   or   other   documents   specimens   signatures,
                  certificates,  opinion  or the  like as  agent  may be  deemed
                  necessary or appropriate.

3. The duties of Standard hereunder shall be as follows:

            A.    For  the  purpose  of  the  original  issue  of   certificates
                  representing  shares now or hereafter  authorized for issuance
                  by the  Corporation,  Standard  shall  record and  countersign
                  certificates signed by or bearing facsimile  signatures of the
                  officers of the  Corporation  authorized  by it to sign shares
                  certificates  in  such  names  and  in  such  amounts  as  the
                  Corporation may direct in writing.

            B.    Standard is hereby authorized and instructed to make
                  transfers, from time to  time,   upon  the  records  of  the
                  Corporation  of  any  outstanding certificates  representing
                  the shares of the Corporation heretofore issued or which may
                  hereafter be issued,  and of certificates  issued in exchange
                  therefore,  signed by or bearing the facsimile  signatures of
                  the officers of  the   Corporation   authorized  by  the
                  Corporation  to  sign  share certificates  and  countersigned
                  by  a  transfer  agent,  upon  surrender thereof for  transfer
                  pursuant  hereto  and,  upon  cancellation  of such
                  certificates,  to record and countersign new certificates,
                  duly signed as provided  herein,  for an equal number of
                  shares and to deliver such share certificates to or upon the
                  order of the person entitled thereto.


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4.   The  Corporation  shall furnish to Standard as transfer  agent a sufficient
     supply Of blank  share  certificates  and from time to time will renew such
     supply upon the request of Standard. Such blank share certificates shall be
     signed by the facsimile and/or manual signatures,  as authorized by law, of
     the officers of the Corporation to sign share  certificates  and shall bear
     the Corporate Seal or facsimile thereof.  The Corporation may contract with
     ____________________  to print  such  blank  share  certificates  upon such
     prices and terms as the parties may agree upon time to time.

5.   Standard as transfer agent, shall make original issues of shares, including
     share dividends,  consolidations,  splits,  or  recapitalizations  upon the
     following:

            A.    The written request of the Corporation.

            B.    Certified  copy of the  resolution of the Board of Directors
                  authorizing such issue.

            C.    An opinion of corporate  counsel  satisfactory  to counsel for
                  Standard  that  such  issuance  is  not  in  violation  of the
                  Articles  of  Incorporation,  the By Laws and  other  relevant
                  corporate documents or relevant securities regulation laws.

            D.    Necessary  funds for the payment of any original  issue tax,
                  or an opinion counsel that no tax is payable.

            E.    Necessary funds for the payment of the services of Standard.

6.   Transfer of shares shall be  registered  and new  certificates  issued upon
     surrender of the old certificates,  in the form deemed by Standard properly
     endorsed for transfer,  with all necessary endorsers' signatures guaranteed
     in such a manner and form as Standard may require by a guarantor reasonably
     believed by Standard  shall deem  necessary or  appropriate to evidence the
     genuineness  and   effectiveness   of  each  necessary   endorsement,   and
     satisfactory  evidence of compliance  with all applicable  laws relating to
     the collection of taxes. In addition to the foregoing,  share  certificates
     with  respect  to  which a  restriction  on  transfer  exists,  whether  by
     agreement, by operation of law or otherwise, shall be transferred only upon
     compliance with such restrictions and upon receipt of the following:

            A.    Written instructions from the Corporation.

            B.    An opinion of counsel  satisfactory to counsel for Standard to
                  the effect  that such  transfer is not  inconsistent  with the
                  restriction  and, if the  restriction  arises under Federal or
                  State  securities  regulation  laws,  that such transfer is in
                  compliance with such applicable laws.

            C.    Such other assurances, information, and documents as Standard
                  may Request.

7.   In  registering  transfers,  Standard as  transfer  agent may rely upon the
     Uniform  Commercial  Code or any other  statutes,  which in the  opinion of
     counsel  protect  Standard and the  Corporation  in not requiring  complete
     documentation,  in registering  transfer with such inquiry,  or in refusing
     registration  where,  in its  judgment,  an  adverse  claim  requires  such
     refusal.

8.   When  mail is used for  delivery  of  share  certificates,  Standard  shall
     forward  certificates  in  "non-negotiable"  form by  first-class  mail and
     certificates  in  "negotiable"  form  by  registered  mail,  and  all  mail
     deliveries  to be covered  while in transit to the  addressee  by insurance
     arranged for by the Corporation.

9.   Standard as  transfer  agent may issue new share  certificates  in place of
     certificates  represented  to have been  lost,  destroyed,  or stolen  upon
     receiving  indemnity  satisfactory  to Standard and the Corporation and may
     issue new  certificates  in exchange  for or upon  surrender  of  mutilated
     certificates.


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10.  Upon the  written  request of the  Corporation,  accompanied  by such other
     documents  as  Standard  may deem  necessary  or  appropriate,  Standard as
     transfer agent shall:

            A.    Issue,  transfer,  and split up scrip  certificates  and issue
                  share certificates  representing full shares upon surrender of
                  scrip certificates aggregating one full share or more.

            B.    Issue and mail  subscription  warrants,  certificates
                  representing  share dividends, exchanges or splits, or act as
                  conversion agent.

            C.    Upon timely receipt of written notice of the  declaration of a
                  dividend  and a timely  receipt of the funds being  sufficient
                  for the payment  thereof,  distribute  cash  dividends  on the
                  outstanding shares of the Corporation.

11.  In the case of any  request  of  demand  for the  inspection  of the  share
     records of the  Corporation,  Standard as transfer  agent shall  notify the
     Corporation  and secure  instructions  as to  permitting  or refusing  such
     inspection.  Standard shall comply with such written instructions,  and the
     Corporation  shall  indemnify  and hold  Standard  harmless  in so  acting.
     However,  Standard may exhibit such records to any person in any case where
     it is advised by its  counsel  that it may be held liable for failure to do
     so.

12.  In case any officer of the  Corporation  who shall have signed  manually or
     whose   facsimile   signature  shall  have  been  affixed  to  blank  share
     certificates shall die, resign, or be removed prior to the issuance of such
     certificates,  Standard  as  transfer  agent  may  issue or  register  such
     certificates as the  certificates of the Corporation  notwithstanding  such
     death,  resignation,  or removal;  and the Corporation  shall file promptly
     with Standard such approval,  adoption,  or ratification as may be required
     by law.

13.  Standard  shall  maintain   customary   records  in  connection   with  the
     registration  transfers  of the  shares,  all of which that  pertain to the
     Corporation  shall be  available  for  examination  and  inspection  by the
     Corporation  at all  reasonable  times.  Standard  shall  send  all  books,
     documents,  and all records no longer deemed needed by Standard for current
     purposes and share  certificates which have been canceled in transfer or in
     exchange periodically to or as directed by the Secretary of the Corporation
     who  shall  safely  store  such  books,   documents,   records,  and  share
     certificates  for future  reference.  The above listed  documents  shall be
     available  for  examination  and  inspection  by  Standard  during  regular
     business hours.

14.  At any time, Standard may apply to the Corporation for instructions and may
     consult  counsel for the  Corporation,  in respect of any matter arising in
     connection  with the agency,  and it shall not be liable or accountable for
     any action  taken or omitted  by it in good faith in  accordance  with such
     instructions  or the opinion of such counsel.  Standard shall not be liable
     to the Corporation  and the  Corporation  shall indemnify and hold Standard
     harmless for any liability arising:

     A.    In acting upon any paper or document reasonably believed by it to be
           genuine and to have been signed by the proper person or persons.

     B.    In recognizing share certificates which it reasonably believes
           to bear the  proper  manual  or  facsimile  signatures  of the
           officers of the Corporation  and the proper  countersignatures
           of the Transfer Agent or Registrar.

     C.    Standard  shall not be liable to have  notice of any change of
           authority  of  any  officer,   employees,   or  agent  of  the
           Corporation until receipt of written notification thereof from
           the Corporation.

15.  The Corporation  assumes full  responsibility  and shall indemnify Standard
     and save it  harmless  from and  against  any and all  claims,  actions and
     suits,  whether  groundless or otherwise,  and from and against any and all
     losses,  damages,  costs,  charges,  counsel fees,  payments,  expenses and
     liabilities arising directly or indirectly out of such claims,  actions, or
     suits,  so long as  Standard  has acted in good faith and in the absence of
     gross  negligence or willful  misconduct.  Standard  shall not be under any
     obligation  to  prosecute  or defend  any action or suit in respect of such
     agency  relationship  which,  in its opinion,  may involve it in expense or
     liability  unless  Corporation  shall,  so often as  reasonably  requested,
     furnish  Standard  which  satisfactory  indemnity  against  such expense or
     liability.


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16.  That the  Corporation  chartered under the laws of the State of Colorado by
     certificate of incorporation  filed in the office of the Secretary of State
     on the ____ day of January, 2001.

That the total  number of shares of each class of the  capital  stock which this
Corporation  is now  authorized  to issue and the number  thereof now issued and
outstanding    is:

CLASS             PAR VALUE       AUTHORIZED        ISSUED & OUTSTANDING

Common            $.01            500,000,000       4,887,927
================= =============== ================= ===========================


17.  The  Corporation  shall  pay  Standard  fees as shown on the list  attached
     hereto as "Exhibit A", and by this  reference  made a part hereof,  for its
     services  as transfer  agent.  The fees may be revised at any time and from
     time to time by the giving of ten (10) days  written  notice by Standard to
     the Corporation.

18.  The  acceptance  by  Standard  of its  appointment  as  transfer  agent and
     documents  filed with it in connection  with its agency shall be subject to
     the approval of counsel for Standard.

19.  In the event of mergers with other companies either public or private,  the
     Corporation  grants to Standard the sole right to transfer for the emerging
     corporation.  Standard  may resign as transfer  agent at any time by giving
     thirty (30) days written notice of such  resignation to the  Corporation at
     its known  address;  and at the  expiration of said thirty day period,  its
     duties as such agent shall cease.

20.  Standard may be removed as transfer agent at any time by giving thirty (30)
     days  written  notice  of a  resolution  of the Board of  Directors  of the
     Corporation,  calling for such removal. A certified copy of that resolution
     or removal  and upon the  payment of a  termination  fee,  and all fees due
     Standard,  Standard  may, to the extent  permitted  by law,  deliver to its
     successor or to the Corporation its records as such agent.

Standard Registrar & Transfer            Corporation
Company, Inc.

By:________________________________     By:  /s/_______________________________
      President                                O. Howard Davidsmeyer, President

Attest:_____________________________    Attest: /s/_____________________________
      Secretary                                 Matt Veal, Secretary



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