IRREVOCABLE TRANSFER AGENT INSTRUCTIONS


                                                            February  ___, 2004


Continental Stock Transfer and Trust


Attention:

         RE:      MEDIA WORX INC

Ladies and Gentlemen:

         Reference is made to that certain Standby Equity Distribution Agreement
(the "Standby Equity  Distribution  Agreement")  dated as of February ___, 2004,
pursuant to which the Company shall issue to the Cornell  Capital  Partners,  LP
(the  "Holder") Two Hundred Forty Thousand  Dollars  ($240,000) of the Company's
convertible  debenture,  which shall be convertible into shares of the Company's
common  stock,  par value $.005 per share (the  "Common  Stock").  The shares of
Common Stock to be converted  thereunder and the shares of the Company's  Common
Stock,  issuable  to the Holder in the event that the Holder has elected to have
the interest of the  Convertible  Debenture,  pursuant to Section 1.06  therein,
paid in common stock,  are referred to herein as, the "Conversion  Shares." This
shall serve as our irrevocable authorization and direction to you (provided that
you are the transfer  agent of the Company at such time) to issue the Conversion
Shares or to the Holder  from time to time upon  surrender  to you of a properly
completed and duly executed  Conversion  Notice,  in the form attached hereto as
Exhibit I, delivered on behalf of the Company by David Gonzalez, Esq.

         Specifically,  upon receipt by the Company or David Gonzalez, Esq. of a
copy of a Conversion  Notice,  David  Gonzalez,  Esq., on behalf of the Company,
shall as soon as practicable, but in no event later than one (1) Trading Day (as
defined below) after receipt of such Conversion Notice,  send, via facsimile,  a
Conversion  Notice which shall  constitute an irrevocable  instruction to you to
process  such   Conversion   Notice  in  accordance  with  the  terms  of  these
instructions. Upon your receipt of a copy of the executed Conversion Notice, you
shall use your best efforts to, within three (3) Trading Days following the date
of receipt of the Conversion Notice, (A) issue and surrender to a common carrier
for overnight  delivery to the address as specified in the Conversion  Notice, a
certificate,  registered  in the name of the  Holder  or its  designee,  for the
number of shares of Common  Stock to which the Holder  shall be  entitled as set
forth in the  Conversion  Notice or (B)  provided you are  participating  in The
Depository  Trust Company ("DTC") Fast Automated  Securities  Transfer  Program,
upon the request of the Buyer,  credit such aggregate number of shares of Common
Stock to which the Holder  shall be entitled to the  Holder's or its  designee's
balance  account with DTC through its Deposit  Withdrawal At Custodian  ("DWAC")
system  provided  the  Holder  causes  its bank or broker to  initiate  the DWAC
transaction.  ("Trading  Day" shall  mean any day on which the Nasdaq  Market is
open for customary trading.)


<PAGE>


         The Company  hereby  confirms  to you and the Holder that  certificates
representing  the  Conversion  Shares  shall  not  bear any  legend  restricting
transfer  of the  Conversion  Shares  thereby  and  should not be subject to any
stop-transfer  restrictions  and shall  otherwise be freely  transferable on the
books and records of the Company  provided that the Company counsel delivers (i)
the Notice of Effectiveness  set forth in Exhibit II attached hereto and (ii) an
opinion of counsel in the form set forth in Exhibit  III  attached  hereto,  and
that if the  Conversion  Shares are not registered for sale under the Securities
Act of 1933, as amended,  then the certificates for the Conversion  Shares shall
bear the following legend:

         "THE  SECURITIES   REPRESENTED  BY  THIS   CERTIFICATE  HAVE  NOT  BEEN
         REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,  OR APPLICABLE
         STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT
         AND MAY NOT BE OFFERED FOR SALE,  SOLD,  TRANSFERRED OR ASSIGNED IN THE
         ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER
         THE SECURITIES ACT OF 1933, AS AMENDED,  OR APPLICABLE STATE SECURITIES
         LAWS, OR AN OPINION OF COUNSEL, IN A FORM REASONABLY  ACCEPTABLE TO THE
         COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE
         STATE  SECURITIES  LAWS OR UNLESS SOLD  PURSUANT TO RULE 144 UNDER SAID
         ACT."

         The Company hereby  confirms and  Continental  Stock Transfer and Trust
("Continental  Stock  Transfer")  acknowledges  that in the event Counsel to the
Company does not issue an opinion of counsel as required to issue the Conversion
Shares and or the shares common stock issuable for the interest,  free of legend
the Company  authorizes  and Signature  Stock Transfer will accept an opinion of
Counsel from Butler Gonzalez LLP.

         The Company hereby  confirms to you and the Holder that no instructions
other  than as  contemplated  herein  will be given to you by the  Company  with
respect to the  Conversion  Shares.  The Company hereby agrees that it shall not
replace Continental Stock Transfer,  as the Company's transfer agent without the
prior written consent of the Holder.

         Any attempt by you to resign as transfer agent  hereunder  shall not be
effective  until such time as the Company  provides to you written notice that a
suitable  replacement  has agreed to serve as transfer  agent and to be bound by
the terms and conditions of these Transfer Agent Instructions.

         The Company and  Continental  Stock  Transfer  hereby  acknowledge  and
confirm that  complying  with the terms of this Agreement does not and shall not
prohibit  Continental  Stock  Transfer  from  satisfying  any and all  fiduciary
responsibilities and duties it may owe to the Company.

         The Company and Continental Stock Transfer, acknowledge that the Holder
is relying on the  representations  and covenants made by the Company  hereunder
and are a material  inducement to the Holder  entering  into the Standby  Equity
Distribution  Agreement.  The Company and Continental  Stock  Transfer,  further



                                       2
<PAGE>

acknowledge that without such  representations  and covenants of the Company and
Continental Stock Transfer, made hereunder,  the Holder would not enter into the
Standby Equity Distribution Agreement.

         Each party  hereto  specifically  acknowledges  and agrees  that in the
event of a breach  or  threatened  breach  by a party  hereto  of any  provision
hereof, the Holder will be irreparably  damaged and that damages at law would be
an inadequate remedy if these Irrevocable  Transfer Agent  Instructions were not
specifically enforced.  Therefore, in the event of a breach or threatened breach
by a party hereto, including,  without limitation,  the attempted termination of
the  agency  relationship  created  by this  instrument,  the  Holder  shall  be
entitled,  in  addition  to all  other  rights  or  remedies,  to an  injunction
restraining such breach,  without being required to show any actual damage or to
post any bond or other security,  and/or to a decree for specific performance of
the provisions of these Irrevocable Transfer Agent Instructions.


                                    * * * * *









                                       3
<PAGE>



         IN WITNESS  WHEREOF,  the parties  have  caused  this letter  agreement
regarding  Irrevocable  Transfer  Agent  Instructions  to be duly  executed  and
delivered as of the date first written above.

                                              COMPANY:
                                              MEDIA WORX INC.

                                              By:
                                              Name:    Linda A. Broenniman
                                              Title:   Chief Executive Officer &
                                                       Chief Financial Officer




                                              David Gonzalez, Esq.


ACKNOWLEDGED AND AGREED:
CONTINENTAL STOCK TRANSFER &  TRUST

By:
   --------------------------------------------------
Name:
     ------------------------------------------------
Title:
      -----------------------------------------------
















                                       4
<PAGE>


<TABLE>

                                   SCHEDULE I


                               SCHEDULE OF HOLDER

                                                                       ADDRESS/FACSIMILE
NAME                             SIGNATURE                             NUMBER OF BUYER
<S>                              <C>                                 <C>

Cornell Capital Partners, LP     By:    Yorkville Advisors, LLC      101 Hudson Street - Suite 3606
                                 Its:   General Partner              Jersey City, NJ  07303
                                                                     Facsimile: (201) 985-8266

                                 By:
                                 Name:  Mark A. Angelo
                                 Its:   Portfolio Manager
</TABLE>















                                   SCHEDULE I-1

<PAGE>



                                    EXHIBIT I


                         TO TRANSFER AGENT INSTRUCTIONS


                            FORM OF CONVERSION NOTICE


         Reference is made to the Standby  Equity  Distribution  Agreement  (the
"Standby  Equity   Distribution   Agreement")  between  Media  Worx  Inc.,  (the
"Company"),  and Cornell  Capital  Partners,  LP, dated  February ___,  2004. In
accordance with and pursuant to the Standby Equity Distribution  Agreement,  the
undersigned  hereby  elects to convert  convertible  debentures  into  shares of
common stock, par value $.005 per share (the "Common Stock"), of the Company for
the amount indicate below as of the date specified below.

         Conversion Date:
                                    --------------------------------------------


         Amount to be converted:                $
                                                 -------------------------------

         Amount of Debenture unconverted:       $
                                                 -------------------------------

         Conversion Price per share:            $
                                                 -------------------------------

         Amount of Interest:                    $
                                                 -------------------------------

         Conversion Price per share:            $
                                                 -------------------------------

         Shares of Common Stock Issuable:
                                                --------------------------------

Please confirm the following information:

         Total Number of shares of Common Stock to be issued:
                                                              ------------------

Please  issue  the  shares  of  Common  Stock in the  following  name and to the
following address:

         Issue to:
                    ------------------------------------------------------------

         Authorized Signature:
                               -------------------------------------------------
         Name:
                               -------------------------------------------------
         Title:
                               -------------------------------------------------
         Phone #:
                               -------------------------------------------------

         Broker DTC Participant Code:
                                      ------------------------------------------
         Account Number*:
                                      ------------------------------------------


         * NOTE THAT RECEIVING BROKER MUST INITIATE TRANSACTION ON DWAC SYSTEM.




                                  EXHIBIT I-1
<PAGE>



                                   EXHIBIT II


                   TO IRREVOCABLE TRANSFER AGENT INSTRUCTIONS


                         FORM OF NOTICE OF EFFECTIVENESS
                            OF REGISTRATION STATEMENT


                                                        February __, 2004

INSERT


Attention:        _______________

                  RE: MEDIA WORX INC

Ladies and Gentlemen:

         We  are  counsel  to  Media  Worx  Inc.,  a  Wyoming  corporation  (the
"Company"),  and have  represented  the Company in connection  with that certain
Standby  Equity  Distribution  Agreement,  dated as of February  ___,  2004 (the
"Standby Equity Distribution Agreement"),  entered into by and among the Company
and the Investor as set forth  therein  pursuant to which the Company has agreed
to issue to the  Investor  Two Hundred  Forty  Thousand  Dollars  ($240,000)  of
convertible debentures,  which shall be convertible into shares (the "Conversion
Shares") of the Company's  common stock,  par value $.005 per share (the "Common
Stock"),  in  accordance  with the  terms  of the  Standby  Equity  Distribution
Agreement.  Pursuant to the Standby Equity Distribution  Agreement,  the Company
also has entered into a Registration Rights Agreement, dated as of February ___,
2004, with the Investor (the "Investor  Registration Rights Agreement") pursuant
to which the Company  agreed,  among other  things,  to register the  Conversion
Shares  under the  Securities  Act of 1933,  as  amended  (the "1933  Act").  In
connection with the Company's  obligations under the Standby Equity Distribution
Agreement and the Registration Rights Agreement,  on _______,  2004, the Company
filed a  Registration  Statement  (File No.  ___-_________)  (the  "Registration
Statement") with the Securities and Exchange  Commission (the "SEC") relating to
the sale of the Conversion Shares.

          In connection  with the foregoing,  we advise you that a member of the
SEC's  staff has  advised  us by  telephone  that the SEC has  entered  an order
declaring the Registration  Statement  effective under the 1933 Act at 5:00 P.M.
on  __________,  2004 and we have no knowledge,  after  telephonic  inquiry of a
member of the SEC's staff,  that any stop order suspending its effectiveness has
been issued or that any  proceedings  for that  purpose are pending  before,  or
threatened  by, the SEC and the  Conversion  Shares are available for sale under
the 1933 Act pursuant to the Registration Statement.



                                  EXHIBIT II-1
<PAGE>

          The Buyer has confirmed it shall comply with all  securities  laws and
regulations   applicable  to  it  including   applicable   prospectus   delivery
requirements upon sale of the Conversion Shares.

                                                     Very truly yours,



















                                  EXHIBIT II-2
<PAGE>




                                   EXHIBIT III


                         TO TRANSFER AGENT INSTRUCTIONS


                                 FORM OF OPINION


         ____________ ___, 2003



VIA FACSIMILE AND REGULAR MAIL


INSERT


Attention:

         RE:  MEDIA WORX INC.

Ladies and Gentlemen:

         We have acted as special counsel to Media Worx Inc.,  (the  "Company"),
in connection with the registration of  ___________shares  (the "Shares") of its
common stock with the Securities and Exchange  Commission  (the "SEC").  We have
not acted as your  counsel.  This  opinion is given at the  request and with the
consent of the Company.

         In  rendering  this  opinion  we have  relied  on the  accuracy  of the
Company's  Registration  Statement on Form SB-2,  as amended (the  "Registration
Statement"),  filed by the Company  with the SEC on  _________  ___,  2004.  The
Company  filed  the   Registration   Statement  on  behalf  of  certain  selling
stockholders  (the "Selling  Stockholders").  This opinion relates solely to the
Selling Shareholders listed on Exhibit "A" hereto and number of Shares set forth
opposite such Selling  Stockholders'  names.  The SEC declared the  Registration
Statement effective on __________ ___, 2003.

         We understand  that the Selling  Stockholders  acquired the Shares in a
private offering exempt from  registration  under the Securities Act of 1933, as
amended. Information regarding the Shares to be sold by the Selling Shareholders
is  contained  under the  heading  "Selling  Stockholders"  in the  Registration
Statement,  which information is incorporated herein by reference.  This opinion
does not relate to the issuance of the Shares to the Selling  Stockholders.  The
opinions set forth herein  relate  solely to the sale or transfer by the Selling
Stockholders  pursuant to the  Registration  Statement under the Federal laws of
the United States of America.  We do not express any opinion  concerning any law
of any state or other jurisdiction.


                                 EXHIBIT III-1
<PAGE>


         In  rendering  this  opinion we have  relied  upon the  accuracy of the
foregoing statements.

         Based on the  foregoing,  it is our  opinion  that the Shares have been
registered with the Securities and Exchange  Commission under the Securities Act
of  1933,  as  amended,  and  that  Signature  Stock  Transfer  may  remove  the
restrictive  legends contained on the Shares. This opinion relates solely to the
number of Shares set forth opposite the Selling  Stockholders  listed on Exhibit
"A" hereto.

         This opinion is furnished to you  specifically  in connection  with the
issuance of the Shares, and solely for your information and benefit. This letter
may not be relied upon by you in any other connection,  and it may not be relied
upon by any other  person or entity for any purpose  without  our prior  written
consent.  This  opinion may not be  assigned,  quoted or used  without our prior
written  consent.  The  opinions  set forth  herein are  rendered as of the date
hereof and we will not  supplement  this  opinion with respect to changes in the
law or factual matters subsequent to the date hereof.


Very truly yours,












                                 EXHIBIT III-2
<PAGE>




                                   EXHIBIT "A"

                         (LIST OF SELLING STOCKHOLDERS)


NAME:                                   NO. OF SHARES:
---------------------------------       -------------------------------------






















                                  EXHIBIT A-1