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                                                                    EXHIBIT 10.2


                               MEDIAX CORPORATION
                             2001 STOCK OPTION PLAN
                                1,000,000 SHARES

         This Stock Option Plan was adopted this 25th day of January 2001, by
MediaX Corporation upon the following terms and conditions:

         1. Definitions. Except as otherwise provided in this Plan, the
following capitalized terms shall have the respective meanings hereafter
ascribed to them:

                  (a) "Board" shall mean the Board of Directors of the
Corporation;

                  (b) "Code" shall mean the Internal Revenue Code of 1986, as
amended;

                  (c) "Consultant" shall mean a person who provides services to
the Corporation as an independent contractor;

                  (d) "Corporation" means MediaX Corporation and each and all of
any present and future subsidiaries;

                  (e) "Date of Grant" shall mean, for each participant in the
Plan, the date on which the Board approves the specific grant of stock options
to that participant;

                  (f) "employee" shall be an employee of the Corporation or any
subsidiary of the Corporation;

                  (g) "Grantee" shall mean the recipient of an Incentive Stock
Option under the Plan;

                  (h) "Incentive Stock Option" shall refer to a stock option
which qualifies under Section 422 of the Code.

                  (i) "Non-statutory Option" shall mean an option which is not
an Incentive Stock Option;

                  (j) "Shares" shall mean the Corporation's common stock, $.0001
par value;

                  (k) "Shareholders" shall mean owners of record of any Shares;
and

         2. Purpose. The purpose of this Stock Option Plan (the "Plan") is
two-fold. First, the Plan will further the interests of the Corporation and its
shareholders by providing incentives in the form of stock options to employees
who contribute materially to the success and profitability of the Corporation.
Such stock options will be granted to recognize and reward outstanding
individual performances and contributions and will give selected employees and
interest in the Corporation parallel to that of the shareholders, thus enhancing
their proprietary interest in the Corporation's continued success and progress.
This program also will enable the Corporation to attract and retain experienced
employees. Second, the Plan will provide the Corporation flexibility and the
means to reward directors and consultants who render valuable contributions to
the Corporation.

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         3. Administration. This Plan will be administered by the Board. The
Board has the exclusive power to select the participants in this Plan, fix the
awards to each participant, and make all other determinations necessary or
advisable under the Plan, to determine whether the performance of an eligible
employee warrants an award under this Plan, and to determine the amount and
duration of the award. The Board has full and exclusive power to construct and
interpret this Plan, to proscribe, amend and rescind rules and regulations
relating to this Plan, and to take all actions necessary or advisable for this
Plan's administration. The Board shall have full power and authority to
determine, and at the time such option is granted shall clearly set forth,
whether the option shall be an Incentive Stock Option or a Non-statutory Option.
Any such determination made by the Board will be final and binding on all
persons. A member of the Board will not be liable for performing any act or
making any determination required by or pursuant to the Plan, if such act or
determination is made in good faith.

         4. Participants. Any employee, officer, director or consultant that the
Board, in its sole discretion, designates is eligible to participate in this
Plan. However, only key employees of the Corporation shall be eligible to
receive grants of Incentive Stock Options. The Board's designation of a person
as a participant in any year does not require the Board to designate that person
to receive an award under this Plan in any other year or, if so designated, to
receive the same award as any other participant in any year. The Board may
consider such factors as it deems pertinent in selecting participants and in
determining the amount of their respective awards, including, but without being
limited to: (a) the financial condition of the Corporation; (b) expected profits
for the current or future years; (c) the contributions of a prospective
participant to the profitability and success of the Corporation; and (d) the
adequacy of the prospective participant's other compensation. The Board, to its
discretion, may grant benefits to a participant under this Plan, even though
stock, stock options, stock appreciation rights or other benefits previously
were granted to him under this or another plan of the Corporation, whether or
not the previously granted benefits have been exercised, but the participant may
hold such options only on the terms and subject to the restrictions hereafter
set forth.

         5. Kinds of Benefits. Awards under this Plan, if any, will be granted
in options to acquire Shares as described below.

         6. Options' Expiration: Limitations. Any Incentive Stock Option granted
under this Plan shall automatically expire ten years after the Date of Grant or
at such earlier time as may be described in Article 9 or directed by the Board
in the grant of the option. Notwithstanding the preceding sentence, no Incentive
Stock Option granted to a Shareholder who owns, as of the Date of Grant, stock
possessing more than ten percent of the total combined voting power of all
classes of stock of the Corporation shall, in any event, be exercisable after
the expiration of five years from the Date of Grant. For the purpose of
determining under any provision of this Plan whether a Shareholder owns stock
possessing more than ten percent of the total combined voting power of all
classes of stock of the Corporation, such Shareholder shall be considered as
owning the stock owned, directly or indirectly, by or for his brothers and
sisters (whether by the whole or half blood), spouse, ancestors and lineal
descendants, and stock owned, directly or indirectly by or for a corporation,
partnership, estate or trust shall be considered as being owned proportionately
by or for its shareholders, partners or beneficiaries.

         Upon the exercise of an option, the Corporation shall deliver to the
participant certificates representing authorized but unissued Shares. The
cumulative total number of shares which may be subject to options issued and
outstanding pursuant to this Plan is limited to 1,000,000 shares. This amount
automatically will be adjusted in accordance with Article 21 of this Plan. If an
option is terminated, in whole or in part, for any reason other than its
exercise, the Board may reallocate the shares subject to that option (or to the
part thereof so terminated) to one or more other options to be granted under
this Plan.

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         7. Option Exercise Price. Each option shall state the option price,
which shall be not less than 100% of the fair market value of the Shares on the
Date of Grant or the par value thereof whichever is greater. Notwithstanding the
preceding sentence, in the case of a grant of an Incentive Stock Option to an
employee who, as of the Date of Grant, owns stock possessing more than ten
percent of the total combined voting power of all classes of stock of the
Corporation or its Parent or Subsidiaries, the option price shall not be less
than 110% of the fair market value of the Shares on the Date of Grant or the par
value thereof, whichever is greater.

         During such time as the Shares are not traded in any securities market,
the fair market value per share shall be determined by a good faith effort of
the Board, using its best efforts and judgment. During such time as the Shares
are traded in a securities market but not listed upon an established stock
exchange, the fair market value per share shall be the mean between dealer "bid"
and "ask" prices in the securities market in which it is traded on the Date of
Grant, as reported by the National Association of Securities Dealers, Inc. If
the Shares are listed upon an established stock exchange or exchanges such fair
market value shall be deemed to be the highest closing price on such stock
exchange or exchanges on the Date of Grant, or if no sale of any Shares shall
have been made on any stock exchange on that day, on the next preceding day on
which there was such a sale. Subject to the foregoing, the Board shall have full
authority and discretion to fixing the option price and shall be fully protected
in doing so.

         8. Maximum Option Exercise. The aggregate fair market value (determined
as of the Date of Grant) of the stock with respect to which Incentive Stock
Options are exercisable for the first time by a grantee during any calendar year
(under all such plans of the Corporation and its parent or subsidiary, if any)
shall not exceed $100,000. For purposes of this Article 8, the value of stock
acquired through the exercise of Non-statutory Options shall not be included in
the computation of the aggregate fair market value.

         9. Exercise of Options.

                  (a) No stock option granted under this Plan may be exercised
before the Grantee's completion of such period of services as may be specified
by the Board on the Date of Grant. Furthermore, the timing of the exercise of
any option granted under this Plan may be subject to a vesting schedule based
upon years of service or an expiration schedule as may be specified by the Board
on the Date of Grant. Thereafter, or if no such period is specified subject to
the provisions of subsections (c), (d), (e), (f) and (g) of this Article 9, the
Grantee may exercise the option in full or in part at any time until expiration
of the option.

                  A Grantee cannot exercise an Incentive Stock Option granted
under this Plan unless, at the time of exercise, he/she has been continuously
employed by the Corporation since the date the option was granted. The Board may
decide in each case to what extent bona fide leaves of absence for illness,
temporary disability, government or military service, or other reasons will not
be deemed to interrupt continuous employment.

                  (b) Unless an Option specifically provides to the contrary,
all options granted under this Plan shall immediately become exercisable in full
in the event of the consummation of any of the following transactions:

                           (i) A merger or acquisition in which the Company is
not the surviving entity;

                           (ii) The sale, transfer or other disposition of all
or substantially all of the assets of the Company; or

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                           (iii) Any merger in which the Company is the
surviving entity but in which fifty percent (50%) or more of the Company's
outstanding voting stock is issued to holders different from those who held the
stock immediately prior to such merger.

                  (c) Except as provided in subsections (d), (e) and (f) of this
Article 9, a Grantee cannot exercise an Incentive Stock Option after he ceases
to be an employee of the Corporation, unless the Board, in its sole discretion,
grants the recipient an extension of time to exercise the Incentive Stock Option
after cessation of employment. The extension of time of exercise that may be
granted by the Board under this subsection (c) shall not exceed three months
after the date on which the Grantee ceases to be an employee and in no case
shall extend beyond the stated expiration date of the option.

                  (d) If the employment of a Grantee is terminated by the
Corporation for a cause as defined in subsection (i) of this Article 9, all
rights to any stock option granted under this Plan shall terminate, including
but not limited to the ability to exercise such stock options.

                  (e) If a Grantee ceases to be an employee as a result of
retirement, he may exercise the Incentive Stock Option within three months after
the date on which he ceases to be an employee, (but no later than the stated
expiration date of the option) to the extent that the Incentive Stock Option was
exercisable when he ceased to be an employee. An employee shall be regarded as
retired if he terminates employment after his sixty-fifth birthday.

                  (f) If a Grantee ceases to be an employee because of
disability (within the meaning of Section 105(d)(4) of the Code), or if a
Grantee dies, and if at the time of the Grantee's disability or death he was
entitled to exercise an Incentive Stock Option granted under this Plan, the
Incentive Stock Option can be exercised within 12 months after his death or
termination of employment on account of disability (but no later than the stated
expiration date of the option), by the Grantee in the case of disability or, in
the case of death, by his personal representative, estate or the person who
acquired by gift, bequest or inheritance his right to exercise the Incentive
Stock Option. Such options can be exercised only as to the number of shares for
which they could have been exercised at the time the Grantee died or became
disabled.

                  (g) With respect to Non-statutory Options granted to Board
members, the Board may provide on the Date of the Grant that such options will
expire a specified number of days after such Board member ceases to be a member
of the Board. In the absence of any such provision, the option will expire on
the stated expiration date of the option.

                  (h) Any stock option granted under this Plan will terminate,
as a whole or in part, to the extent that, in accordance with this Article 9, it
no longer can be exercised.

                  (i) For purposes of this Article 9, "cause" shall mean the
following:

                           (1) Fraud or criminal misconduct;

                           (2) Gross negligence;

                           (3) Willful or continuing disregard for the safety or
soundness of the Corporation;

                           (4) Willful or continuing violation of the published
rules of the Corporation.

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         10. Method of Exercise. Each option granted under this Plan will be
deemed to be exercised when the holder of it indicates his decision to do so in
writing delivered to the Corporation and concurrently tenders to the Corporation
full payment in cash or by certified check for the shares to be purchased
pursuant to the exercise of the option and complies with such other reasonable
requirements as the Board establishes pursuant to this Plan. No person, personal
representative, estate or other entity will have the rights of a shareholder
with respect to shares subject to an option granted under this Plan until a
certificate or certificates for the shares have been delivered to the person
exercising the option.

         Any option granted under this Plan may be exercised as to any lesser
number of shares than the full amount for which such option has been granted. A
partial exercise of an option will not affect the Grantee's rights to exercise
the option from time to time in accordance with this Plan as to the remaining
shares subject to the option.

         11. Taxes; Compliance with Law; Approval of Regulatory Bodies. The
Corporation, if necessary, may pay or withhold the amount of any tax
attributable to any amount payable or shares deliverable under this Plan and the
Corporation may defer making payment on delivery until it is indemnified to its
satisfaction for that tax. Stock options are exercisable, and shares can be
delivered under this Plan, only in compliance with all applicable federal and
state laws and regulations, including, without limitation, state and federal
securities laws, and the rules of all stock exchanges on which the Corporation's
shares are listed at any time. Any certificate issued pursuant to options
granted under this Plan shall bear such legends and statements as the Board
deems advisable to assure compliance with federal and state laws and
regulations. No option may be exercised, and shares may not be issued under this
Plan, until the Corporation has obtained the consent or approval of every
regulatory body, federal or state, having jurisdiction over such matters as the
Board deems advisable.

         Specifically, in the event that the Corporation deems it necessary or
desirable to file a registration statement with the Securities and Exchange
Commission or any State Securities Commission, no option granted under this Plan
may be exercised, and shares may not be issued, until the Corporation has
obtained the consent or approval of such Commission.

         In the case of the exercise of an option by a person or estate
acquiring by bequest or inheritance the right to exercise such option, the Board
may require reasonable evidence as to the ownership of the option and may
require such consents and releases of taxing authorities as the Board deems
advisable.

         12. Assignability. Each option granted under this Plan is not
transferable other than by will or the laws of descent and distribution. Each
option is exercisable during the life of the Grantee only by him.

         13. Tenure. A participant's rights, if any, to continue to serve the
Corporation as an officer, employer or otherwise, will not be enlarged or
otherwise affected by his designation as a participant under this Plan, and such
designation will not in any way restrict the right of the Corporation to
terminate at any time the employment or affiliation of any participant for cause
or otherwise.

         14. Amendment and Termination of Plan. The Board may alter, amend or
terminate this Plan from time to time without approval of the shareholders.
However, without the approval of the shareholders, no amendment will be
effective that:

                  (a) materially increases the benefits accruing to participants
under this Plan;

                  (b) increases the cumulative number of shares that may be
delivered upon the exercise of options granted under this Plan or the aggregate
fair market value of options which a participant may exercise in any calendar
year:

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                  (c) materially modifies the eligibility requirements for
participants in this Plan; or

                  (d) amends the requirements of paragraphs (a)-(c) of this
Article 14.

         Any amendment whether with or without the approval of shareholders,
that alters the terms or provisions of an option granted before the amendment
will be effective only with the consent of the participant to whom the option
was granted or the holder currently entitled to exercise it, except for
adjustments expressly authorized by this Plan.

         15. Expenses of Plan. The expenses of this Plan will be borne by the
Corporation.

         16. Duration of Plan. Options may only be granted under this Plan
during the ten years immediately following the earlier of the adoption of this
Plan or its approval by the Shareholders. Options granted during that ten year
period will remain valid thereafter in accordance with their terms and the
provisions of this Plan.

         17. Other Provisions. The option agreements authorized under this Plan
shall contain such other provisions including, without limitation, restrictions
upon the exercise of the option, as the Board shall deem advisable. Any such
option agreements, which are amended to be "Incentive Stock Options" shall
contain such limitations and restrictions upon the exercise of the option as
shall be necessary in order that such option will be an "Incentive Stock Option"
as defined in Section 422 of the Code.

         18. Indemnification of the Board. In addition to such other rights of
indemnification as they may have as directors, the members of the Board shall be
indemnified by the Corporation against the reasonable expenses, including
attorneys' fees actually and necessarily incurred in connection with the defense
of any action, suit or proceeding, or in connection with any appeal therein, to
which they or any of them may be a party by reason of any action taken or
failure to act under or in connection with this Plan or any option granted
thereunder, and against all amounts paid by them in settlement thereof (provided
such settlement is approved by independent legal counsel selected by the
Corporation) or paid by them in satisfaction of a judgment in any such action,
suit or proceeding, except in relation to matters as to which it shall be
adjudged in such action, suit or proceeding that such director is liable for
negligence or misconduct in the performance of his duties; provided that within
60 days after the institution of any such action, suit or proceeding a director
shall in writing offer the Corporation the opportunity, at its own expenses, to
handle and defend the same.

         19. Application of Funds. The proceeds received by the Corporation from
the sale of stock pursuant to options granted under this Plan will be used for
general corporate purposes.

         20. No Obligation to Exercise Option. The granting of an option shall
impose no obligation upon the Grantee to exercise such option.

         21. Adjustment Upon Change of Shares. If a reorganization, merger,
consolidation, reclassification, recapitalization, combination or exchange of
shares, stock split, stock dividend, rights offering, or other event affecting
shares of the Corporation occur, then the number and class of shares to which
options are authorized to be granted under this Plan, the number and class of
shares then subject to options previously granted under this Plan, and the price
per share payable upon exercise of each option outstanding under this Plan shall
be equitably adjusted by the Board to reflect such changes.

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         22. Number and Gender. Unless otherwise clearly indicated in this Plan,
words in the singular or plural shall include the plural and singular,
respectively, where they would so apply, and words in the masculine or neuter
gender shall include the feminine, masculine or neuter gender where applicable.

         23. Applicable Law. The validity, interpretation and enforcement of
this Plan are governed in all respects by the laws of Nevada.

         24. Effective Date of Plan. This Plan shall not take effect until
adopted by the Board. This Plan shall terminate if it is not approved by the
holders of a majority of the outstanding shares of the capital stock of the
Corporation, which approval must occur within the period beginning twelve months
before and ending twelve months after this Plan is adopted by the Board.

                                        MEDIAX CORPORATION


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

         I hereby certify that the foregoing Stock Option Plan was approved by
the Board of Directors of MediaX Corporation on the 25th day of January 2001.


                                            /s/ Nancy Poertner
                                            -----------------------------------
                                            Nancy Poertner, Secretary