Exhibit 10.1

                                MERGER AGREEMENT

     THIS MERGER  AGREEMENT  (this  "AGREEMENT") is entered into as of this 22nd
day of June 2011, by and among DATAMILL MEDIA CORP., a Nevada corporation having
an address at 1205 Hillsboro Mile,  Suite 203,  Hillsboro  Beach,  Florida 33062
(the "PARENT"),  Datamill Media Sub Corp., a Nevada corporation and wholly-owned
subsidiary of the Parent ("MERGER SUB"), and M3X MEDIA, INC. ("M3X"),  a Florida
corporation  having an address at 477 S.  Rosemary  Ave.,  Suite 208,  West Palm
Beach,  Florida  33401  (each of the  Parent,  Merger Sub and M3X, a "PARTY" and
collectively, the "PARTIES") upon the following premises:

                                    RECITALS

     WHEREAS,  the  Parties  intend  that Merger Sub be merged with and into M3X
(the "MERGER"),  with M3X surviving the Merger as the surviving  corporation and
becoming a  wholly-owned  subsidiary of the Parent as a result  thereof,  on the
terms and subject to the conditions set forth in this Agreement;

     WHEREAS, in exchange for all of the issued and outstanding shares of common
stock of M3X, the shareholders of M3X (the "M3X  SHAREHOLDERS") will receive, in
the aggregate,  443,763,500  shares of common stock, par value $0.001 per share,
of the Parent ("COMMON STOCK"),  representing  88.75% of Common Stock issued and
outstanding immediately after the consummation of the transactions  contemplated
hereby; and

     WHEREAS,  the respective  Board of Directors of the Parent,  Merger Sub and
M3X have approved this Agreement and the transactions contemplated hereby.

                                    AGREEMENT

     NOW, THEREFORE,  on the stated premises and for and in consideration of the
mutual covenants and agreements hereinafter set forth and the mutual benefits to
the parties to be derived herefrom, it is hereby agreed as follows:

                                   ARTICLE I

                      REPRESENTATIONS AND WARRANTIES OF M3X

     As an inducement to and to obtain the reliance of the Parent, except as set
forth in the  Schedules  of M3X  attached  hereto  (the  "M3X  SCHEDULES"),  M3X
represents and warrants as follows:

     Section 1.01  ORGANIZATION.  M3X is a corporation  duly organized,  validly
existing,  and in good standing under the laws of the State of Florida.  M3X has
the corporate  power to own all of its properties and assets and to carry on its
business  in all  material  respects  as it is now  being  conducted,  including
qualifications  to do business as a foreign  corporation  in the states in which
the  character  and  location  of the  assets  owned by it or the  nature of the
business transacted by it requires qualification,  except where failure to be so
qualified  would  not  have a  material  adverse  effect  on its  business.  The
execution  and  delivery of this  Agreement  and,  subject to the  approval of a
majority  of the M3X  Shareholders  and  filing of an  Articles  of Merger  (the
"ARTICLES  OF MERGER")  with the  Secretary of State of the State of Florida and
the Secretary of State of the State of Nevada,  pursuant to the applicable  laws
of the State of Florida  ("FLORIDA LAW") and the applicable laws of the State of
Nevada ("NEVADA LAW"), the consummation of the transactions  contemplated hereby
have been duly  authorized  by all  necessary  corporate  action of M3X. M3X has
taken  all  actions  required  by its  Articles  of  Incorporation  or Bylaws to
authorize  the  execution  and delivery of this  Agreement.  M3X has full power,
authority,  and legal right and has taken all action required by its Articles of
Incorporation  or Bylaws to consummate  the  transactions  herein  contemplated,
subject to  obtaining  the  approval of a majority of the M3X  Shareholders  and
filing of the  Articles  of Merger with the  Secretary  of State of the State of
Florida and the Secretary of State of the State of Nevada as provided herein.
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     Section 1.02 CAPITALIZATION.

(a) The  authorized  capitalization  of M3X  consists of  200,000,000  shares of
common stock, of which  99,760,873  shares are currently issued and outstanding.
M3X does not have any authorized preferred stock.

(b) All issued and outstanding shares of M3X are legally issued,  fully paid and
non-assessable  and were not  issued in  violation  of the  preemptive  or other
rights of any person or in violation of federal  and/or state  securities  laws,
rules or regulations.

     Section 1.03 SUBSIDIARIES AND PREDECESSOR  CORPORATIONS.  M3X does not have
any predecessor corporation(s) or subsidiary(ies).

     Section  1.04  OPTIONS,  WARRANTS,  CONVERTIBLE  SECURITIES.  There  are no
existing options,  warrants, calls, convertible securities or commitments of any
character  relating to the authorized  and unissued stock of the M3X,  except as
set forth on the M3X Schedules.

     Section 1.05 ABSENCE OF CERTAIN  CHANGES OR EVENTS.  Except as set forth in
this Agreement or the M3X Schedules, since June 19, 2011:

(a) There has not been any material adverse change in the business,  operations,
properties, assets or condition of M3X;

(b) M3X has not (i) amended its Articles of Incorporation (or similar documents)
or Bylaws;  (ii) declared or made, or agreed to declare or make,  any payment of
dividends or  distributions of any assets of any kind whatsoever to shareholders
or purchased or  redeemed,  or agreed to purchase or redeem,  any of its capital
stock; (iii) made any material change in its method of management,  operation or
accounting; (iv) entered into any other material transaction other than sales in
the  ordinary  course of its  business;  or (v) made any  increase in any profit
sharing, bonus, deferred compensation,  insurance, pension, retirement, or other
employee  benefit  plan,  payment,  or  arrangement  made to,  for,  or with its
officers, directors, or employees; and

(c) M3X has not (i)  borrowed  or  agreed to borrow  any funds or  incurred,  or
become subject to, any material obligation or liability (absolute or contingent)
except as  disclosed  herein and except  liabilities  incurred  in the  ordinary
course of business; or (ii) sold or transferred,  or agreed to sell or transfer,
any of its assets,  properties or rights (except assets,  properties,  or rights
not used or useful in its business  which, in the aggregate have a value of less
than Five Thousand Dollars ($5,000), or canceled, or agreed to cancel, any debts
or claims  (except debts or claims which in the aggregate are of a value of less
than One Thousand Dollars ($1,000).

     Section 1.06 M3X AND RELATED  MATTERS..  M3X has not received any notice of
infringement  of or conflict with asserted  rights of others with respect to any
product,  technology,  data,  trade  secrets,  know-how,  proprietary  assets or
techniques,   trademarks,  service  marks,  trade  names  or  copyrights  which,
individually  or in the aggregate,  if the subject of an  unfavorable  decision,
ruling or  finding,  would  have a  materially  adverse  effect on the  proposed
business, operations or financial condition.

     Section 1.07  LITIGATION  AND  PROCEEDINGS.  Except as disclosed in the M3X
Schedules,  there  are no  actions,  suits or  proceedings  pending  or,  to the
knowledge of M3X,  threatened by or against M3X or its properties,  at law or in
equity,  before  any  court or other  governmental  agency  or  instrumentality,
domestic or foreign,  or before any  arbitrator of any kind. To the knowledge of
M3X,  there has not been any  material  default  with  respect to any  judgment,
order, injunction,  decree, award, rule, or regulation of any court, arbitrator,
or governmental  agency or instrumentality or of any circumstances  which, after
reasonable investigation, would result in the discovery of such a default.

     Section 1.08 CONTRACTS. Except as set forth on the M3X Schedules:

(a) All material contracts,  agreements,  franchises,  license agreements,  debt
instruments or other  commitments to which M3X is a party or by which any of its
assets,  products,  technology or properties are bound in the ordinary course of

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business  (as used in this  Agreement,  a  "MATERIAL  CONTRACT"  is a  contract,
agreement, franchise, license agreement, debt instrument or commitment which (i)
will  remain in effect  for more than  three (3)  months  after the date of this
Agreement  and (ii)  involves  aggregate  obligations  of at least Five Thousand
Dollars ($5,000)), unless otherwise disclosed pursuant to this Agreement;

(b) All  material  contracts,  if any, to which the M3X is a party are valid and
enforceable  by M3X in all material  respects,  except as limited by bankruptcy,
insolvency,  moratorium  or other  similar  affecting  the rights of  creditors,
generally,  and subject to the qualification  that the availability of equitable
remedies is subject to the  discretion of the court before which any  proceeding
therefore may be brought;

     Section 1.09 MATERIAL  CONTRACT  DEFAULTS..  To the knowledge of M3X, it is
not in  default  in any  material  respect  under the terms of any M3X  Material
Contract which is material to the business,  operations,  properties,  assets or
condition of M3X taken as a whole,  and, to the  knowledge  of M3X,  there is no
event of default in any material respect under any such M3X Material Contract in
respect of which M3X has not taken adequate steps to prevent such a default from
occurring.

     Section  1.10 NO CONFLICT  WITH OTHER  INSTRUMENTS.  The  execution of this
Agreement  and  the  consummation  of  the  transactions  contemplated  by  this
Agreement will not result in the breach of any term or provision of,  constitute
an event of default under,  or terminate,  accelerate or modify the terms of any
material  indenture,  mortgage,  deed  of  trust  or  other  material  contract,
agreement,  or  instrument  to  which  M3X is a  party  or to  which  any of its
properties or operations are subject as of the date of this Agreement.

     Section 1.11  GOVERNMENTAL  AUTHORIZATIONS.  Except as set forth in the M3X
Schedules,  M3X  has  all  material  licenses,  franchises,  permits  and  other
governmental  authorizations  that are legally  required to enable it to conduct
its  business in all material  respects as conducted on the date hereof.  Except
for compliance  with federal,  provincial and state  securities and  corporation
laws, as hereinafter provided, no authorization, approval, consent, or order of,
or  registration,  declaration or filing with,  any court or other  governmental
body is required in  connection  with the  execution and delivery by M3X of this
Agreement and the consummation by M3X of the transactions  contemplated  hereby,
except for the approval of a majority of the M3X  Shareholders and filing of the
Articles of Merger with the  Secretary  of State of the State of Florida and the
Secretary  of State of the State of Nevada,  pursuant to Florida Laws and Nevada
Laws, respectively.

     Section 1.12 COMPLIANCE WITH LAWS AND  REGULATIONS.  Except as set forth in
the M3X  Schedules,  to the  knowledge  of the M3X,  M3X has  complied  with all
applicable statutes and regulations of any federal, provincial,  state, or other
governmental  entity or agency thereof,  except to the extent that noncompliance
would not materially and adversely affect the business, operations,  properties,
assets, or condition of M3X or except to the extent that noncompliance would not
result in the occurrence of any material liability for M3X.

     Section  1.13  APPROVAL  OF  AGREEMENT..  The  Directors  of the  M3X  have
authorized  the execution and delivery of this Agreement by the M3X and approved
this Agreement and the transactions  contemplated hereby, and agree to recommend
to the M3X Shareholders that they approve this Agreement when it is presented to
them.

     Section 1.14 VALID OBLIGATION.  This Agreement and all agreements and other
documents  executed by the M3X in connection  herewith  constitute the valid and
binding  obligation of M3X,  enforceable in accordance  with its or their terms,
except as may be limited by bankruptcy,  insolvency, moratorium or other similar
laws affecting the enforcement of creditors' rights generally and subject to the
qualification  that the  availability  of  equitable  remedies is subject to the
discretion of the court before which any proceeding therefor may be brought.

                                   ARTICLE II

             REPRESENTATIONS, COVENANTS AND WARRANTIES OF THE PARENT

     As an inducement to, and to obtain the reliance of M3X, except as set forth
in the Schedules of the Parent  attached  hereto (the "PARENT  SCHEDULES"),  the
Parent represents and warrants as follows:

     Section 2.01  ORGANIZATION.  The Parent is a  corporation  duly  organized,
validly  existing,  and in good  standing  under the laws of Nevada  and has the
corporate  power and is duly  authorized,  qualified,  franchised,  and licensed
under  all  applicable  laws,  regulations,  ordinances,  and  orders  of public
authorities to own all of its properties and assets, to carry on its business in

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all material respects as it is now being conducted and as contemplated after the
closing of this  transaction,  and except where failure to be so qualified would
not have a material adverse effect on its business,  there is no jurisdiction in
which it is not  qualified  in which the  character  and  location of the assets
owned  by  it  or  the  nature  of  the  business   transacted  by  it  requires
qualification. The execution and delivery of this Agreement and the consummation
of the  transactions  contemplated  hereby  have  been  duly  authorized  by all
necessary  corporate  action of the  Parent.  The Parent  has taken all  actions
required by its Articles of  Incorporation  or Bylaws to authorize the execution
and delivery of this Agreement.  The Parent has full power, authority, and legal
right and has taken all action  required  by its  Articles of  Incorporation  or
Bylaws to consummate the transactions herein contemplated.

     Section 2.02 CAPITALIZATION.

(a) The Parent is authorized to issue 150,000,000 shares of Common Stock and has
15,325,000  shares of Common Stock  outstanding as of the date of this Agreement
and shall not issue any additional shares of Common Stock prior to Closing.  All
issued and outstanding shares of Common Stock are legally issued, fully paid and
non-assessable  and were not  issued in  violation  of the  preemptive  or other
rights of any  person or  entity.  No shares of Common  Stock are  reserved  for
issuance upon the exercise of outstanding options or warrants to purchase Common
Stock or other  equity-linked  securities of the Parent.  All outstanding Common
Stock have been  issued  and  granted in  compliance  with : (i) all  applicable
securities  laws  and (in all  material  respects)  other  applicable  laws  and
regulations,  and (ii) all  requirements  set forth in any  material  contracts,
agreements,   franchises,   license   agreements,   debt  instruments  or  other
commitments  to which the Company is a party or by which it or any of its assets
or  properties  are bound,  all of which are set forth on  Schedule  2.02 to the
Parent Schedules.

(b) There are no equity securities,  partnership  interests or similar ownership
interests of any class of any equity  security of the Parent,  or any securities
exchangeable  or  convertible  into or exercisable  for such equity  securities,
partnership  interests  or similar  ownership  interests,  issued,  reserved for
issuance or outstanding.  Except as contemplated by this Agreement, there are no
subscriptions,  options,  warrants, equity securities,  partnership interests or
similar  ownership  interests,  calls,  rights  (including  preemptive  rights),
commitments  or agreements of any character to which the Parent is a party or by
which it is bound  obligating the Parent to issue,  deliver or sell, or cause to
be issued,  delivered or sold, or repurchase,  redeem or otherwise  acquire,  or
cause the repurchase, redemption or acquisition of, any shares of capital stock,
partnership interests or similar ownership interests of the Parent or obligating
the Parent to grant,  extend,  accelerate  the vesting of or enter into any such
subscription,  option,  warrant,  equity security,  call,  right,  commitment or
agreement.  There  is no plan or  arrangement  to  issue  Common  Stock or other
securities of the Parent except as set forth in this Agreement.

(c) Except as contemplated by this Agreement,  there are no registration rights,
and there is no voting trust,  proxy,  rights plan,  anti-takeover plan or other
agreement  or  understanding  to which  the  Parent is a party or by which it is
bound with respect to any equity security of any class of the Parent,  and there
are no  agreements  to which the  Parent is a party,  or which  the  Parent  has
knowledge  of,  which   conflict  with  this   Agreement  or  the   transactions
contemplated  herein or otherwise  prohibit the consummation of the transactions
contemplated hereunder.

     Section 2.03 SUBSIDIARIES AND PREDECESSOR  CORPORATIONS.  Other than Merger
Sub, the Parent does not have any predecessor  corporation(s) or subsidiary(ies)
and does not own, beneficially or of record, any shares of any other entity.

     Section 2.04 SEC FILINGS; FINANCIAL STATEMENTS.

(a) The Parent has made  available to M3X a correct and complete  copy, or there
has been  available on the EDGAR system  maintained by the U.S.  Securities  and
Exchange Commission (the "SEC"), copies of each report,  registration  statement
and definitive proxy statement filed by the Parent with the SEC for the five (5)
years prior to the date of this Agreement (the "PARENT SEC REPORTS"),  which are
all the forms,  reports and  documents  filed by the Parent with the SEC for the
five  (5)  years  prior to the date of this  Agreement.  As of their  respective
dates,  the Parent SEC Reports:  (i) were prepared in accordance and complied in
all material  respects with the  requirements  of the Securities Act of 1933, as
amended (the  "SECURITIES  ACT"),  or the  Securities  Exchange Act of 1934,  as
amended (the "EXCHANGE  ACT"), as the case may be, and the rules and regulations

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of the SEC thereunder applicable to such Parent SEC Reports, and (ii) did not at
the time they were filed (and if amended or  superseded by a filing prior to the
date of this  Agreement  then on the date of such  filing  and as so  amended or
superseded)  contain any untrue  statement of a material fact or omit to state a
material  fact  required to be stated  therein or necessary in order to make the
statements  therein,  in light of the circumstances  under which they were made,
not misleading.

(b) Each set of financial statements (including, in each case, any related notes
thereto)  contained in the Parent SEC Reports  comply as to form in all material
respects  with the  published  rules  and  regulations  of the SEC with  respect
thereto,  were prepared in accordance with U.S.  generally  accepted  accounting
principles,  applied on a  consistent  basis  throughout  the  periods  involved
(except as may be  indicated  in the notes  thereto or, in the case of unaudited
statements, do not contain footnotes as permitted by Form 10-Q promulgated under
the  Exchange  Act)  and each  fairly  presents  in all  material  respects  the
financial position of the Parent at the respective dates thereof and the results
of its  operations  and cash flows for the  periods  indicated,  except that the
unaudited interim financial statements were or are subject to normal adjustments
which were not or are not expected to have a material adverse effect on: (i) the
assets, liabilities,  results of operations,  condition (financial or otherwise)
or  business  of the  Parent;  or (ii) the  ability of the Parent to perform its
obligations  hereunder,  but,  to  the  extent  applicable,  shall  exclude  any
circumstance,  change or effect to the extent resulting or arising from: (A) any
change in general economic  conditions in the industries or markets in which the
Parent operates so long as the Parent is not  disproportionately  (in a material
manner)  affected  by such  changes;  (B)  national or  international  political
conditions,  including any engagement in hostilities, whether or not pursuant to
the  declaration  of a  national  emergency  or war,  or the  occurrence  of any
military or terrorist attack so long as the Parent is not disproportionately (in
a material  manner)  affected  by such  changes;  (C)  changes in United  States
generally accepted accounting principles,  or the interpretation thereof; or (D)
the entry into or announcement of this Agreement,  actions  contemplated by this
Agreement,  or the  consummation  of the  transactions  contemplated  hereby  (a
"PARENT MATERIAL ADVERSE EFFECT").

(c) As of the date of all balance  sheets  included  in the Parent SEC  Reports,
except as and to the extent reflected or reserved  against  therein,  the Parent
had no  liabilities  or  obligations  (absolute or  contingent)  which should be
reflected in the balance sheets or the notes thereto prepared in accordance with
U.S. generally accepted accounting principles,  and all assets reflected therein
are properly  reported and present fairly the value of the assets of the Parent,
in accordance with U.S. generally accepted accounting principles. All statements
of  operations,  stockholders'  equity and cash flows included in the Parent SEC
Reports reflect fairly the information  required to be set forth therein by U.S.
generally accepted accounting principles.

(d) Since  January 1,  2006,  the Parent  has  maintained  a system of  internal
accounting  controls  sufficient  to  provide  reasonable  assurance  that:  (i)
transactions  are executed in accordance with  management's  general or specific
authorizations,   (ii)   transactions   are  recorded  as  necessary  to  permit
preparation of financial  statements in conformity with U.S.  generally accepted
accounting  principles  and to maintain  asset  accountability,  (iii) access to
assets is permitted  only in accordance  with  management's  general or specific
authorization,  and (iv) the recorded accountability for assets is compared with
the existing assets at reasonable intervals and appropriate action is taken with
respect to any differences.

(e) The Parent has no  liabilities  with  respect to the payment of any federal,
state,  county,  local or other taxes (including any  deficiencies,  interest or
penalties), except for taxes accrued but not yet due and payable.

(f) The Parent  has timely  filed all  state,  federal  or local  income  and/or
franchise  tax  returns  required to be filed by it from  inception  to the date
hereof.  Each of such income tax returns  reflects  the taxes due for the period
covered thereby, except for amounts which, in the aggregate, are immaterial.

(g) The books and records,  financial  and  otherwise,  of the Parent are in all
material  aspects  complete and correct and have been  maintained  in accordance
with good business and accounting practices.

     Section 2.05 EXCHANGE ACT COMPLIANCE. The Parent is in compliance with, and
current  in,  all of the  reporting,  filing  and other  requirements  under the
Exchange Act, the Common Stock is registered under Section 12(g) of the Exchange
Act, and the Parent is in compliance  with all of the  requirements  under,  and
imposed by,  Section  12(g) of the  Exchange  Act. All of the Parent SEC Reports

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have been filed on a timely  basis or have  received a valid  extension  of such
time of  filing  and  have  filed  any  such  Parent  SEC  Reports  prior to the
expiration of any such extension

     Section 2.06 INFORMATION.  The information  concerning the Parent set forth
in this  Agreement  and the Parent  Schedules  is complete  and  accurate in all
material  respects and does not contain any untrue statements of a material fact
or omit to state a material fact required to make the statements  made, in light
of the  circumstances  under which they were made, not misleading.  In addition,
the Parent has fully  disclosed in writing to M3X (through this Agreement or the
Parent  Schedules) all information,  relating to matters involving the Parent or
its assets or its present or past  operations or activities  which (i) indicated
or may indicate, in the aggregate, the existence of a greater than Five Thousand
Dollars ($5,000)  liability or diminution in value, (ii) have led or may lead to
a competitive disadvantage on the part of the Parent or (iii) either alone or in
aggregation with other information  covered by this Section,  otherwise have led
or may lead to a Parent Material Adverse Effect,  including, but not limited to,
information relating to governmental,  employee,  environmental,  litigation and
securities matters or proceedings and transactions with affiliates.

     Section 2.07  CONVERTIBLE  SECURITIES,  OPTIONS OR  WARRANTS.  There are no
existing convertible securities,  options, warrants, calls or commitments of any
character relating to the authorized and unissued stock of the Parent.

     Section  2.08 ABSENCE OF CERTAIN  CHANGES OR EVENTS.  Since the date of the
Parent's December 31, 2010 balance sheet included in the Parent SEC Reports:

(a)  There  has not  been  (i) any  material  adverse  change  in the  business,
operations,  properties,  assets or  condition of the Parent or (ii) any damage,
destruction  or  loss  to the  Parent  (whether  or not  covered  by  insurance)
materially and adversely affecting the business, operations,  properties, assets
or condition of the Parent;

(b) The Parent has not:  (i) amended its  Articles  of  Incorporation  or Bylaws
except as  required  by this  Agreement;  (ii)  declared  or made,  or agreed to
declare or make any payment of dividends or  distributions  of any assets of any
kind whatsoever to stockholders or purchased or redeemed,  or agreed to purchase
or redeem,  any of its capital stock;  (iii) waived any rights of value which in
the  aggregate  are  outside of the  ordinary  course of  business  or  material
considering  the business of the Parent;  (iv) made any  material  change in its
method  of  management,   operation,   or  accounting;   (v)  entered  into  any
transactions  or  agreements  of any kind or  nature;  (vi) made any  accrual or
arrangement for or payment of bonuses or special compensation of any kind or any
severance or termination pay to any present or former officer or employee; (vii)
increased the rate of compensation  payable or to become payable by it to any of
its  officers  or  directors  or any of its  salaried  employees  whose  monthly
compensation exceed Three Thousand Dollars ($3,000); or (viii) made any increase
in  any  profit  sharing,  bonus,  deferred  compensation,  insurance,  pension,
retirement,  or other employee benefit plan, payment,  or arrangement,  made to,
for or with its officers, directors, or employees;

(c) The Parent has not: (i) granted or agreed to grant any options, warrants, or
other rights for its stock, bonds, or other corporate securities calling for the
issuance  thereof;  (ii) borrowed or agreed to borrow any funds or incurred,  or
become   subject  to,  any  material   obligation  or  liability   (absolute  or
contingent); (iii) paid or agreed to pay any material obligations or liabilities
(absolute or contingent) other than current liabilities reflected in or shown on
the most recent Parent balance sheet and current liabilities incurred since that
date in the  ordinary  course of business  and  professional  and other fees and
expenses  in  connection   with  the  preparation  of  this  Agreement  and  the
consummation of the transaction  contemplated  hereby; (iv) sold or transferred,
or agreed to sell or  transfer,  any of its assets,  properties,  or rights,  or
canceled,  or agreed to cancel,  any debts or claims;  (v) made or permitted any
amendment or termination of any contract, agreement, or license to which it is a
party if such amendment or termination is material,  considering the business of
the Parent; or (vi) issued,  delivered or agreed to issue or deliver, any stock,
bonds or other corporate securities including debentures (whether authorized and
unissued or held as treasury  stock),  except in connection with this Agreement;
and

(d) To its knowledge, the Parent has not become subject to any law or regulation
which materially and adversely affects,  or in the future, may adversely affect,
the business, operations, properties, assets or condition of the Parent.

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     Section 2.09 TITLE AND RELATED MATTERS.. The Parent has good and marketable
title to all of its  properties,  inventory,  interest in properties and assets,
which are  reflected in the most recent Parent  balance sheet or acquired  after
that date (except properties,  inventory, interest in properties and assets sold
or otherwise  disposed of since such date in the ordinary  course of  business),
free and clear of all  liens,  pledges,  charges  or  encumbrances,  except  (a)
statutory liens or claims not yet delinquent; and (b) as described in the Parent
Schedules or Parent SEC Reports.  Except as set forth in the Parent Schedules or
Parent SEC  Reports,  the  Parent  owns,  free and clear of any  liens,  claims,
encumbrances,  royalty  interests,  or other  restrictions or limitations of any
nature whatsoever, any and all of its assets.. Except as set forth in the Parent
Schedules or Parent SEC Reports, no third party has any right to, and the Parent
has not received any notice of  infringement of or conflict with asserted rights
of  others  with  respect  to any  product,  technology,  data,  trade  secrets,
know-how,  proprietary  techniques,  trademarks,  service marks,  trade names or
copyrights  which,  individually  or in  the  aggregate,  if the  subject  of an
unfavorable decision,  ruling or finding, would have a materially adverse effect
on the business,  operations,  financial condition, income or business prospects
of the Parent or any material portion of its properties, assets, or rights.

     Section  2.10  LITIGATION  AND  PROCEEDINGS.  There are no actions,  suits,
proceedings or  investigations  pending or, to the knowledge of the Parent after
reasonable  investigation,  threatened by or against the Parent or affecting the
Parent  or its  properties,  at law or in  equity,  before  any  court  or other
governmental  agency or  instrumentality,  domestic  or  foreign,  or before any
arbitrator  of any kind.  The Parent has no knowledge of any default on its part
with respect to any judgment,  order, writ,  injunction,  decree, award, rule or
regulation of any court, arbitrator or governmental agency or instrumentality or
any  circumstance  which  after  reasonable  investigation  would  result in the
discovery of such default.

     Section  2.11  CONTRACTS.  Except  as  otherwise  set  forth in the  Parent
Schedules or the Parent SEC Reports:

(a) The  Parent is not a party to,  and its  assets,  products,  technology  and
properties  are  not  bound  by,  any  material  contract,   franchise,  license
agreement,   agreement,  debt  instrument  or  other  commitments  whether  such
agreement is in writing or oral;

(b) The Parent is not a party to or bound by, and the  properties  of the Parent
are not subject to any contract,  agreement, other commitment or instrument; any
charter  or  other  corporate  restriction;   or  any  judgment,   order,  writ,
injunction,  decree,  or award  which  materially  and  adversely  affects,  the
business operations, properties, assets, or condition of the Parent; and

(c) The  Parent  is not a party  to any oral or  written  (i)  contract  for the
employment  of any officer or employee  which is not  terminable  on thirty (30)
days, or less notice; (ii) profit sharing,  bonus, deferred compensation,  stock
option,  severance pay,  pension benefit or retirement  plan,  (iii)  agreement,
contract,  or indenture relating to the borrowing of money, (iv) guaranty of any
obligation, other than one on which the Parent is a primary obligor all of which
are  reflected  in the  Parent  balance  sheet,  for the  borrowing  of money or
otherwise,  excluding  endorsements  made for collection and other guaranties of
obligations  which,  in the  aggregate  do not  exceed  more  than  one  year or
providing  for  payments  in excess of Ten  Thousand  Dollars  ($10,000)  in the
aggregate;  (v)  collective  bargaining  agreement;  or (vi)  agreement with any
present or former employee, officer or director of the Parent.

     Section 2.12 MATERIAL CONTRACT  DEFAULTS..  The Parent is not in default in
any respect under the terms of any  outstanding  contract,  agreement,  lease or
other  commitment  which is material to the  business,  operations,  properties,
assets  or  condition  of the  Parent  and there is no event of  default  in any
material respect under any such contract,  agreement,  lease or other commitment
in respect of which the Parent has not taken  adequate  steps to prevent  such a
default from occurring.

     Section  2.13 NO CONFLICT  WITH OTHER  INSTRUMENTS.  The  execution of this
Agreement  and  the  consummation  of  the  transactions  contemplated  by  this
Agreement will not result in the breach of any term or provision of,  constitute
a default under, or terminate, accelerate or modify the terms of, any indenture,
mortgage,  deed of trust or other material  agreement or instrument to which the
Parent is a party or to which any of its assets or operations are subject.

                                       7
<PAGE>
     Section  2.14  GOVERNMENTAL  AUTHORIZATIONS.  The Parent has all  licenses,
franchises,  permits  and other  governmental  authorizations  that are  legally
required  to  enable it to  conduct  its  business  operations  in all  material
respects as conducted on the date hereof.  Except for  compliance  with federal,
provincial and state securities or corporation laws, as hereinafter provided, no
authorization,  approval,  consent or order of, or registration,  declaration or
filing with, any court or other governmental body is required in connection with
the execution and delivery by the Parent of this Agreement and the  consummation
by the Parent of the transactions contemplated hereby (excluding authorizations,
approvals  and/or  consents  relating to the  acquisition  by the Parent of M3X,
which the Parent makes no representations in connection with).

     Section  2.15  COMPLIANCE  WITH  LAWS AND  REGULATIONS.  To the best of its
knowledge,  the Parent has complied with all applicable statutes and regulations
of any federal,  provincial,  state or other applicable  governmental  entity or
agency thereof, except to the extent that noncompliance would not materially and
adversely affect the business,  operations,  properties,  assets or condition of
the Parent or except to the extent  that  noncompliance  would not result in the
occurrence  of any material  liability.  This  compliance  includes,  but is not
limited  to, the  filing of all  reports,  filings  and  schedules  to date with
federal, provincial and state securities authorities.

     Section 2.16  APPROVAL OF  AGREEMENT.  The Board of Directors of the Parent
has  authorized  the execution and delivery of this  Agreement by the Parent and
approve this  Agreement and the  transactions  contemplated  hereby prior to the
Closing  Date and agrees to recommend  approval of this  Agreement by all of the
Parent's shareholders.

     Section 2.17 MATERIAL  TRANSACTIONS  OR  AFFILIATIONS.  Except as disclosed
herein,  in the Parent SEC Reports or in the Parent  Schedules,  there exists no
contract,  agreement or arrangement  between the Parent and any  predecessor and
any person who was at the time of such  contract,  agreement or  arrangement  an
officer,  director,  or person  owning  of record or known by the  Parent to own
beneficially,  five  percent (5%) or more of the issued and  outstanding  Common
Stock of the Parent and which is to be  performed  in whole or in part after the
date  hereof or was  entered  into not more than three  years  prior to the date
hereof. Neither any officer,  director, nor five percent (5%) shareholder of the
Parent has, or has had since inception of the Parent, any known interest, direct
or indirect,  in any such  transaction with the Parent which was material to the
business of the Parent.. The Parent has no commitment,  whether written or oral,
to lend any funds to, borrow any money from, or enter into any other transaction
with, any such affiliated person.

     Section  2.18 BANK  ACCOUNTS;  POWER OF  ATTORNEY.  Set forth on the Parent
Schedules is a true and complete  list of: (a) all  accounts  with banks,  money
market mutual funds or securities or other financial institutions  maintained by
the Parent within the past twelve (12) months, the account numbers thereof,  and
all  persons  authorized  to sign or act on behalf of the  Parent,  (b) all safe
deposit boxes and other similar custodial arrangements  maintained by the Parent
within the past twelve (12) months, (c) the check ledger for the last 12 months,
and (d) the names of all persons  holding  powers of attorney from the Parent or
who are otherwise  authorized to act on behalf of the Parent with respect to any
matter,  other than its  officers and  directors,  and a summary of the terms of
such powers or authorizations.

     Section 2.19 VALID OBLIGATION.  This Agreement and all agreements and other
documents executed by the Parent in connection herewith constitute the valid and
binding  obligation of the Parent,  enforceable in accordance  with its or their
terms, except as may be limited by bankruptcy,  insolvency,  moratorium or other
similar laws  affecting  the  enforcement  of  creditors'  rights  generally and
subject to the  qualification  that the  availability  of equitable  remedies is
subject to the discretion of the court before which any proceeding  therefor may
be brought.

     Section 2.20 REPORTING REQUIREMENTS OF THE PARENT. The Parent is subject to
the  reporting  and filing  requirement  of the Exchange  Act. The Parent is not
aware of any deficient or outstanding  filings or unresolved Staff comments with
the SEC as of the date of this  Agreement in  connection  with any of its filing
requirements.

     Section 2.21 TITLE TO  PROPERTY.  The Parent does not own or lease any real
property or personal  property.  There are no options or other  contracts  under
which the Parent has a right or  obligation  to acquire or lease any interest in
real property or personal property.

     Section 2.22 FOREIGN CORRUPT PRACTICES ACT. None of the Parent,  nor to the
knowledge  of the  Parent,  any  agent or other  person  acting on behalf of the
Parent,  has,  directly  or  indirectly:  (a)  used any  funds,  or will use any

                                       8
<PAGE>
proceeds from the transactions  contemplated hereby, for unlawful contributions,
gifts,  entertainment or other unlawful  expenses related to foreign or domestic
political  activity,  (b) made any  unlawful  payment  to  foreign  or  domestic
government  officials  or  employees  or to any  foreign or  domestic  political
parties or campaigns  from  corporate  funds,  (c) failed to disclose  fully any
contribution made by the Parent (or made by any person acting on their behalf of
which the Parent is aware) or any members of their  respective  management which
is in  violation of any Legal  Requirement,  or (d) has violated in any material
respect any provision of the Foreign Corrupt  Practices Act of 1977, as amended,
and the rules and regulations thereunder which was applicable to the Parent.

     Section 2.23  SOLVENCY.  The Parent has not: (a) made a general  assignment
for the benefit of creditors;  (b) filed any voluntary petition in bankruptcy or
suffered the filing of any involuntary  petition by its creditors;  (c) suffered
the appointment of a receiver to take possession of all, or  substantially  all,
of its assets;  (d) suffered the attachment or other judicial seizure of all, or
substantially  all, of its assets;  (e) admitted in writing its inability to pay
its debts as they come due;  or (f) made an offer of  settlement,  extension  or
composition to its creditors generally.

     Section 2.24 OFAC.  None of the Parent nor, to the knowledge of the Parent,
any director, officer, agent, employee,  affiliate or person acting on behalf of
the Parent,  is  currently  subject to any U.S.  sanctions  administered  by the
Office of Foreign Assets Control of the U.S. Treasury Department  ("OFAC");  and
the Parent has not heretofore engaged in any transaction to lend,  contribute or
otherwise make  available it funds or the funds of any joint venture  partner or
other person or entity  towards any sales or  operations in Cuba,  Iran,  Syria,
Sudan,  Myanmar or any other  country  sanctioned  by OFAC or for the purpose of
financing the activities of any person or entity  currently  subject to any U.S.
sanctions administered by OFAC.

     Section 2.25  INTELLECTUAL  PROPERTY.  The Parent does not own,  license or
otherwise have any right, title or interest in any intellectual property.

     Section 2.26 EMPLOYEES; CONSULTANTS, ETC. Except as disclosed in the Parent
SEC  Reports,  the  Parent  has no  employees,  officers,  directors,  agents or
consultants.  The Parent  maintains no employee benefit plans or programs of any
kind or nature.

     Section 2.27  INSURANCE.  The Parent does not hold or maintain,  nor is the
Parent obligated to hold or maintain,  any insurance on behalf for itself or its
assets or for any officer, director, employee or stockholder of the Parent.

                                  ARTICLE III

             REPRESENTATIONS, COVENANTS AND WARRANTIES OF MERGER SUB

     As an  inducement  to, and to obtain the  reliance  of M3X,  the Parent and
Merger Sub, jointly and severally, represents and warrants as follows:

     Section 3.01  ORGANIZATION.  Merger Sub is a  corporation  duly  organized,
validly  existing,  and in good  standing  under the laws of Nevada  and has the
corporate  power and is duly  authorized,  qualified,  franchised,  and licensed
under  all  applicable  laws,  regulations,  ordinances,  and  orders  of public
authorities to own all of its properties and assets, to carry on its business in
all material respects as it is now being conducted and as contemplated after the
closing of this  transaction,  and except where failure to be so qualified would
not have a material adverse effect on its business,  there is no jurisdiction in
which it is not  qualified  in which the  character  and  location of the assets
owned  by  it  or  the  nature  of  the  business   transacted  by  it  requires
qualification. The execution and delivery of this Agreement and the consummation
of the  transactions  contemplated  hereby  have  been  duly  authorized  by all
necessary  corporate  action of Merger  Sub.  Merger  Sub has taken all  actions
required by its Articles of  Incorporation  or Bylaws to authorize the execution
and delivery of this Agreement.  Merger Sub has full power, authority, and legal
right and has taken all action  required  by its  Articles of  Incorporation  or
Bylaws to consummate the transactions herein contemplated.

     Section 3.02 SUBSIDIARIES AND PREDECESSOR CORPORATIONS. Merger Sub does not
have  any  predecessor  corporation(s)  or  subsidiary(ies)  and  does  not own,
beneficially or of record, any shares of any other entity.

                                       9
<PAGE>
     Section 3.03  OPERATIONS.  Merger Sub was formed  solely for the purpose of
engaging in the Merger,  has no assets (other than pursuant to this  Agreement),
and has not engaged in any business  activities,  conducted  any  operations  or
incurred any liabilities, in each case other than in connection with the Merger.

     Section  3.04  LITIGATION  AND  PROCEEDINGS.  There are no actions,  suits,
proceedings or  investigations  pending or, to the knowledge of Merger Sub after
reasonable  investigation,  threatened  by or against  Merger  Sub or  affecting
Merger Sub or its  properties,  at law or in  equity,  before any court or other
governmental  agency or  instrumentality,  domestic  or  foreign,  or before any
arbitrator  of any kind.  Merger Sub has no knowledge of any default on its part
with respect to any judgment,  order, writ,  injunction,  decree, award, rule or
regulation of any court, arbitrator or governmental agency or instrumentality or
any  circumstance  which  after  reasonable  investigation  would  result in the
discovery of such default.

     Section  3.05  CONTRACTS.  Merger  Sub is not  party  to,  and its  assets,
products,  technology and properties are not bound by, any contract,  franchise,
license agreement,  agreement, debt instrument or other commitments whether such
agreement is in writing or oral.

     Section 3.06  APPROVAL OF  AGREEMENT.  The Board of Directors of Merger Sub
has  authorized  the execution and delivery of this  Agreement by the Parent and
approve this  Agreement and the  transactions  contemplated  hereby prior to the
Closing Date and agrees to recommend approval of this Agreement by all of Merger
Sub's shareholders.

     Section 3.07 VALID OBLIGATION.  This Agreement and all agreements and other
documents executed by Merger Sub in connection herewith constitute the valid and
binding  obligation of Merger Sub,  enforceable in accordance  with its or their
terms, except as may be limited by bankruptcy,  insolvency,  moratorium or other
similar laws  affecting  the  enforcement  of  creditors'  rights  generally and
subject to the  qualification  that the  availability  of equitable  remedies is
subject to the discretion of the court before which any proceeding  therefor may
be brought.

                                   ARTICLE IV

                                     MERGER

     Section 4.01 THE MERGER. The constituent entities to the Merger are M3X and
Merger Sub. At the Effective  Time, upon the terms and subject to the conditions
in this  Agreement,  Merger Sub shall be merged with and into M3X,  the separate
corporate  existence  of Merger Sub shall cease,  and M3X shall  continue as the
surviving  corporation.  M3X, as the surviving  corporation after the Merger, is
sometimes referred to in this Agreement as the "SURVIVING CORPORATION.."

     Section 4.02 THE CLOSING.  The closing of the transactions  contemplated by
this Agreement (the "CLOSING") shall occur no later than August 31, 2011, unless
such date is  extended  in  writing by the mutual  consent of all  Parties  (the
"CLOSING DATE"),  subject to the satisfaction or waiver of the conditions to the
Closing as set forth herein..

     Section 4.03  EFFECTIVE  TIME. At the Closing,  the Parties shall cause the
Merger  to be  consummated  by  filing  the  Articles  of  Merger.  The  time of
acceptance  by the  Secretary  of State of Florida of such  filing or such later
time as may be agreed to by the  parties as set forth in the  Articles of Merger
is referred to in this Agreement as the "EFFECTIVE TIME."

     Section 4.04 EFFECT OF THE MERGER.  At and after the  Effective  Time,  the
effect of the Merger  shall be as provided in this  Agreement,  the  Articles of
Merger and the  applicable  provisions  of Florida  Law.  Without  limiting  the
generality of the foregoing and subject thereto,  at the Effective Time, all the
property, rights, privileges,  powers and franchises of M3X and Merger Sub shall
vest in the Surviving Corporation,  and all debts, liabilities and duties of M3X
and Merger Sub shall become the debts,  liabilities  and duties of the Surviving
Corporation.

     Section 4.05 CONVERSION OF SECURITIES.  At the Effective Time, by virtue of
the Merger and without any action on the part of the Parent,  Merger Sub or M3X,
the Merger shall be effected in accordance with the following terms:

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<PAGE>
(a) Each share of common stock of Merger Sub issued and outstanding  immediately
prior to the Effective  Time shall be converted into one validly  issued,  fully
paid and nonassessable share of common stock of the Surviving  Corporation,  and
the stock of the Surviving  Corporation issued pursuant to such conversion shall
constitute  all of the issued  and  outstanding  shares of capital  stock of the
Surviving Corporation.

(b) Each share of common stock of M3X issued and outstanding  immediately  prior
to the Effective Time shall be cancelled and  extinguished,  and each such share
shall be converted  into the right to receive,  subject to the  requirements  of
(and at the times and in the  manner  provided  in)  Section  4.09,  443,763,500
shares of Common Stock (representing,  in the aggregate,  88.75% of Common Stock
of the Parent issued and outstanding  immediately after the Effective Time) (the
"MERGER CONSIDERATION").

(c) Each share of capital  stock of M3X held in the treasury of M3X  immediately
prior to the  Effective  Time shall be cancelled  and  extinguished  without any
conversion thereof, and no payment shall be made with respect thereto.

(d) From and after the Effective Time, each holder of a certificate representing
any shares of common stock of M3X issued and  outstanding  immediately  prior to
the Effective Time (each, a  "CERTIFICATE")  shall cease to have any rights with
respect  thereto,  except the right to receive the Merger  Consideration  at the
times and in the manner set forth herein.

     Section 4.06 CERTIFICATE OF INCORPORATION;  BYLAWS; DIRECTORS AND OFFICERS.
The  Parent  and  Merger  Sub  shall  take all  necessary  actions  to cause the
following events to take effect as of the Closing:

(a) The Articles of Incorporation of M3X as in effect  immediately  prior to the
Effective  Time shall be amended and  restated in its  entirety in the Merger to
read as the certificate of incorporation of Merger Sub as in effect  immediately
prior to the Effective Time,  except that the name of the Surviving  Corporation
shall  continue to be "M3X Media,  Inc.",  and, as so amended,  such Articles of
Incorporation   shall  be  the  Articles  of   Incorporation  of  the  Surviving
Corporation until amended in accordance with Florida Law and as provided in such
Articles of Incorporation.

(b) The Bylaws of M3X as in effect immediately prior to the Effective Time shall
be amended and restated in their  entirety at the Effective  Time to read as the
bylaws  of Merger  Sub as in effect  immediately  prior to the  Effective  Time,
except  that the name of the  Surviving  Corporation  shall  continue to be "M3X
Media,  Inc.",  and,  as so  amended,  such  Bylaws  shall be the  Bylaws of the
Surviving  Corporation  until  amended in  accordance  with  Florida  Law and as
provided  in such  Bylaws and the  Articles of  Incorporation  of the  Surviving
Corporation.

(c) The Articles of Incorporation of the Parent as in effect  immediately  prior
to the Effective Time shall be amended and restated in its entirety in a form to
be determined by M3X, and, as so amended,  such Articles of Incorporation  shall
be the Articles of  Incorporation of the Parent until amended in accordance with
Nevada Law and as provided in such Articles of Incorporation.

(d) The Bylaws of the  Parent as in effect  immediately  prior to the  Effective
Time shall be amended and restated in its entirety in a form to be determined by
M3X,  and, as so amended,  such Bylaws  shall be the Bylaws of the Parent  until
amended in  accordance  with  Nevada Law and as  provided in such Bylaws and the
Articles of Incorporation of the Parent.

(e) The Board of Directors of each of the Surviving  Corporation  and the Parent
immediately  after the Effective Time shall be constituted of the members of the
Board of Directors of M3X immediately  prior to the Effective  Time,  until such
time as their successors shall be duly elected and qualified.

(f) The officers of each of the Surviving Corporation and the Parent immediately
after the Effective Time shall be the officers of M3X  immediately  prior to the
Effective Time,  until such time as their  successors  shall be duly elected and
qualified.

     Section  4.07  CLOSING  DELIVERABLES.  At the  Closing,  the Parties  shall
deliver,  or cause to be delivered,  to the other Parties,  certain documents as
set forth below:

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<PAGE>
(a) M3X shall supply the Parent with copies of the  resolutions  of the Board of
Directors of M3X approving and consenting to this Agreement and the transactions
contemplated herein.

(b) The Parent and Merger Sub shall supply M3X with copies of the resolutions of
the Parent's  and Merger  Sub's  respective  Board of  Directors  approving  and
consenting to this Agreement and the transactions contemplated herein.

(c) The Parent, Merger Sub and M3X shall execute,  acknowledge,  and deliver (or
shall  ensure  to  be  executed,   acknowledged,  and  delivered)  any  and  all
certificates,    opinions,   financial   statements,    schedules,   agreements,
resolutions,  rulings or other  instruments  required by this Agreement to be so
delivered at or prior to the Closing,  together  with such other items as may be
reasonably requested by the Parties hereto and their respective legal counsel in
order to effectuate or evidence the transactions contemplated hereby.

     Section 4.08 DISSENTERS' RIGHTS. Notwithstanding anything in this Agreement
to the contrary,  shares of M3X common stock issued and outstanding  immediately
prior to the Effective Time and held by a M3X  Shareholder  who has not voted in
favor of the  Merger,  consented  thereto  in writing  or  otherwise  waived its
dissenter's  rights and who has complied with all of the relevant  provisions of
the  Florida  Law  with  respect  to being a  dissenting  shareholder  (each,  a
"DISSENTING  SHAREHOLDER")  shall not be converted into the right to receive the
Merger   Consideration  unless  and  until  such  holder  fails  to  perfect  or
effectively withdraws or otherwise loses such holder's right to such dissenter's
rights under Florida Law. A Dissenting  Shareholder  may receive  payment of the
fair value of the M3X common stock issued and outstanding  immediately  prior to
the Effective Time and held by such Dissenting Shareholder ("DISSENTING SHARES")
in accordance with the provisions of Florida Law, provided, that such Dissenting
Shareholder complies with all applicable  provisions of Section 607.1301 ET SEQ.
of Florida Law. At the Effective Time, all Dissenting  Shares shall be cancelled
and cease to exist and shall  represent only the right to receive the fair value
thereof in  accordance  with  Florida Law. If,  after the  Effective  Time,  any
Dissenting  Shareholder  fails to perfect or effectively  withdraws or otherwise
loses  such  Dissenting  Shareholder's  right  to  appraisal,   such  Dissenting
Shareholder's  Dissenting  Shares shall thereupon be treated as if they had been
converted,  as of the  Effective  Time,  into the right to  receive  the  Merger
Consideration in accordance with Section 4.05(b).

     Section 4.09 CERTIFICATES; LETTERS OF TRANSMITTAL; PAYMENTS.

(a) As a  condition  to the  receipt of any  payment  hereunder  to which an M3X
Shareholder would otherwise be entitled with respect to its shares of M3X common
stock (as determined in accordance  with this  Agreement),  such M3X Shareholder
shall be required to surrender the Certificate  representing  such shares to M3X
and deliver to M3X an executed letter of transmittal  ("LETTER OF  TRANSMITTAL")
in a form suitable to M3X,  together with its attachments.  Such M3X Shareholder
shall be entitled to receive from the Parent or the  Surviving  Corporation,  in
exchange for such  surrendered  Certificate  and executed Letter of Transmittal,
the Merger Consideration allocable to the shares represented by such Certificate
in accordance with Section  4.05(b).  No interest will be paid or accrued on any
portion of the Merger Consideration.

(b) If any  certificate  representing  shares of M3X common stock has been lost,
stolen or  destroyed,  upon the making of an  affidavit  of that fact by the M3X
Shareholder claiming such certificate to be lost, stolen or destroyed, including
customary representations,  warranties and indemnities with respect thereto (but
not  including  any bond,  insurance  or  similar  requirement),  the  Surviving
Corporation  will issue a  replacement  certificate  in exchange  for such lost,
stolen or  destroyed  certificate,  and then upon  delivery of such  replacement
certificate accompanied by a duly executed Letter of Transmittal to M3X, the M3X
Shareholder shall be entitled to receive any Merger Consideration deliverable in
respect thereof, at the times and in the manner set forth in this Agreement.

(c) The  Certificates  will be  deemed  for all  purposes  from  and  after  the
Effective Time, until surrendered to the Surviving Corporation (together with an
executed  Letter of  Transmittal),  to  represent  only the right to receive the
Merger  Consideration  payable in  exchange  for the shares of M3X common  stock
represented  by such  Certificates,  at the times and in the manner set forth in
this Agreement.

(d) On the  business  day  immediately  preceding  the Closing  Date,  the stock
transfer books of M3X will be closed,  and  thereafter  there will be no further
registration of transfers  (other than those  contemplated by this Agreement) on
the stock  transfer  books of shares of M3X common  stock that were  outstanding
immediately prior to such time.

                                       12
<PAGE>
     Section 4.10  TRADABILITY  OF SHARES.  The Common Stock to be issued to the
M3X  Shareholders  have  not been  registered  under  the  Securities  Act,  nor
registered  under any state  securities law, and are "RESTRICTED  SECURITIES" as
that term is defined  in Rule 144  promulgated  under the  Securities  Act.  The
securities  may not be offered for sale,  sold or otherwise  transferred  except
pursuant to an effective  registration  statement  under the  Securities  Act or
pursuant to an exemption from registration  under the Securities Act. The Common
Stock issued to the M3X Shareholders will bear the following restrictive legend:

     "THE SHARES  REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
     THE  SECURITIES  ACT OF 1933, AS AMENDED,  OR APPLICABLE  STATE  SECURITIES
     LAWS, AND MAY NOT BE SOLD,  TRANSFERRED,  PLEDGED, OR HYPOTHECATED  WITHOUT
     EITHER: I) REGISTRATION  UNDER THE SECURITIES ACT OF 1933, AS AMENDED,  AND
     APPLICABLE  STATE  SECURITIES LAWS, OR II) SUBMISSION TO THE CORPORATION OF
     AN OPINION OF COUNSEL, SATISFACTORY TO THE CORPORATION THAT SAID SHARES AND
     THE TRANSFER THEREOF ARE EXEMPT FROM THE  REGISTRATION  REQUIREMENTS OF THE
     SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS."

     Section 4.11 TERMINATION. The Parent shall have the right to terminate this
Agreement  prior  to  July 1,  2011,  if the M3X  Schedules  are not  materially
consistent,  in the aggregate,  with the due diligence provided to the Parent by
M3X.

                                   ARTICLE V

                           ARTICLE V SPECIAL COVENANTS

     Section 5.01 ACCESS TO PROPERTIES AND RECORDS. The Parent and M3X will each
afford to the officers and authorized  representatives  of the other  reasonable
access to the  properties,  books and  records of the Parent or M3X, as the case
may be, in order that each may have a full  opportunity to make such  reasonable
investigation  as it shall desire to make of the affairs of the other,  and each
will furnish the other with such  additional  financial and  operating  data and
other information as to the business and properties of the Parent or M3X, as the
case may be, as the other shall from time to time reasonably  request.  Any such
investigation  and examination  shall be conducted at reasonable times and under
reasonable  circumstances,  and each party hereto shall cooperate fully therein.
No investigation by a party hereto shall, however,  diminish or waive in any way
any of the  representations,  warranties,  covenants or  agreements of the other
party under this  Agreement.  In order that each party may investigate as it may
wish the  business  affairs of the other,  each party  shall  furnish  the other
during  such period with all of such  information  and copies of such  documents
concerning  the affairs of it as the other  party may  reasonably  request,  and
cause its officers, employees,  consultants,  agents, accountants, and attorneys
to cooperate fully in connection with such review and  examination,  and to make
full  disclosure to the other parties all material facts affecting its financial
condition, business operations, and the conduct of operations.

     Section  5.02 THIRD PARTY  CONSENTS  AND  CERTIFICATES.  The Parent and M3X
agree to cooperate  with each other in order to obtain any required  third party
consents to this Agreement and the transactions herein contemplated.

     Section 5.03 ACTIONS PRIOR TO CLOSING.

(a) From and after the date of this Agreement  until the Closing Date and except
as set forth in the Parent  Schedules or the M3X  Schedules,  or as permitted or
contemplated by this  Agreement,  the Parent and M3X,  respectively  (subject to
paragraph (b) below), shall each:

     (i)  carry on its  business  in  substantially  the same  manner  as it has
     heretofore;

     (ii)  maintain  and  keep its  properties  in  states  of good  repair  and
     condition as at present,  except for  depreciation due to ordinary wear and
     tear and damage due to casualty;

     (iii) maintain in full force and effect insurance  comparable in amount and
     in scope of coverage to that now maintained by it;

                                       13
<PAGE>
     (iv) use good faith efforts to perform in all material  respects all of its
     obligations under material contracts,  leases, and instruments  relating to
     or affecting its assets, properties, and business;

     (v) use its good faith  efforts  to  maintain  and  preserve  its  business
     organization  intact,  to retain its key  employees,  and to  maintain  its
     relationship with its material suppliers and customers; and

     (vi) fully comply with and perform in all material respects all obligations
     and duties imposed on it by all federal,  provincial and state laws and all
     rules,  regulations,  and orders  imposed by federal,  provincial  or state
     governmental authorities.

(b) From and after the date of this  Agreement  until the Closing Date,  neither
the Parent nor M3X shall:

     (i) make any changes in their  Certificates of Incorporation or Articles of
     Incorporation  (as applicable) or Bylaws,  except as otherwise  provided in
     this Agreement or required by the  recapitalization of the Parent as may be
     necessary to carry out the Exchange Offer;

     (ii) take any action  described  in Section  1.05 in the case of M3X, or in
     Section 2.09, in the case of the Parent (all except as permitted therein or
     as disclosed in the applicable party's schedules);

     (iii) enter into or amend any contract,  agreement,  or other instrument of
     any of the types described in such party's  schedules,  except that a party
     may enter into or amend any contract, agreement, or other instrument in the
     ordinary course of business involving the sale of goods or services; or

     (iv) sell any  assets or  discontinue  any  operations,  sell any shares of
     capital stock (other than as  contemplated in this Section 5.03) or conduct
     any similar transactions other than in the ordinary course of business.

     Section 5.04 INDEMNIFICATION

(a) From and after the  Closing,  M3X agrees to  indemnify,  defend and save the
Parent and its respective  Affiliates (as defined below),  and their  respective
directors,  officers,  shareholders,  employees  and  agents  (each,  a  "PARENT
INDEMNIFIED Party"), from and against any and all claims, liabilities and losses
(individually  and  collectively,  the  "LOSSES")  sustained  or incurred by any
Parent  Indemnified  Party  relating  to,  resulting  from or arising out of any
breach  of the  representations  of M3X set  forth in  Section  1.01;  PROVIDED,
HOWEVER,  that M3X shall not be liable for any portion of any Loss(es) resulting
from a breach by the Parent of any of its  obligations  under this  Agreement or
from the Parent's gross  negligence,  fraud or willful  misconduct.  "AFFILIATE"
shall mean,  with respect to any Party, an affiliate of such Party as defined in
Rule 405 promulgated under the Securities Act.

(b) From and after the Closing, the Parent agrees to indemnify,  defend and save
M3X and its respective  Affiliates,  and their respective  directors,  officers,
shareholders,  employees and agents (each, an "M3X INDEMNIFIED PARTY"), from and
against any and all Losses  sustained or incurred by any M3X  Indemnified  Party
relating to, resulting from or arising out of any breach of any  representations
or warranties of the Parent set forth in Sections 2.01 or any representations or
warranties of Merger Sub set forth in Section 3.01; PROVIDED,  HOWEVER, that the
Parent  shall not be liable for any  portion of any  Loss(es)  resulting  from a
breach by M3X of any of its obligations under this Agreement or from M3X's gross
negligence, fraud or willful misconduct.

(c)  Notwithstanding  anything  herein to the  contrary,  in no event  shall the
aggregate  indemnity  obligations  hereunder  of M3X to the  Parent  Indemnified
Parties or the aggregate  indemnity  obligations  hereunder of the Parent to the
M3X Indemnified Parties exceed Two Hundred Thousand Dollars ($200,000).

                                       14
<PAGE>
(d) The  indemnification  provided for in this  Section  5.04 shall  survive the
Closing and any  termination of this Agreement  pursuant to Section 4.11, as set
forth in Section 8.06.

                                   ARTICLE VI

        CONDITIONS PRECEDENT TO OBLIGATIONS OF THE PARENT AND MERGER SUB

     The  obligations  of the Parent and  Merger  Sub under this  Agreement  are
subject to the  satisfaction,  at or before the Closing  Date,  of the following
conditions:

     Section 6.01 ACCURACY OF REPRESENTATIONS AND PERFORMANCE OF COVENANTS.  The
representations and warranties made by M3X in this Agreement which are qualified
as to materiality or material adverse effect shall be true and correct, and each
of the  representations  and warranties of M3X contained in this Agreement which
are not so qualified shall be true and correct in all material respects, in each
case of the date of this  Agreement and as of the Closing Date as though made on
and as of the Closing  Date  (except for those  representations  and  warranties
which  address  matters  only as of a particular  date,  which shall be true and
correct, or true and correct in all material respects, as the case may be, as of
such date).  M3X shall have performed or complied in all material  respects with
all  covenants  and  conditions  required by this  Agreement  to be performed or
complied  with by M3X prior to or at the  Closing  (except  to the  extent  such
conditions  have been waived by the Parent).  The Parent and Merger Sub shall be
furnished with a certificate,  signed by a duly authorized  executive officer of
M3X and dated the Closing Date, to the foregoing effect.

     Section 6.02  OFFICER'S  CERTIFICATE.  The Parent and Merger Sub shall have
been  furnished  with a certificate  dated the Closing Date and signed by a duly
authorized  officer  of  M3X to  the  effect  that  no  litigation,  proceeding,
investigation,  or  inquiry  is  pending,  or  to  the  best  knowledge  of  M3X
threatened,   which  might  result  in  an  action  to  enjoin  or  prevent  the
consummation of the  transactions  contemplated  by this  Agreement,  or, to the
extent not disclosed in the M3X Schedules, by or against M3X, which might result
in any material adverse change in any of the assets,  properties,  business,  or
operations of M3X.

     Section 6.03 NO MATERIAL  ADVERSE CHANGE.  Prior to the Closing Date, there
shall  not  have  occurred  any  material  change  in the  financial  condition,
business, or operations of M3X.

     Section 6.04  APPROVAL BY M3X..  The Merger  shall have been  approved by a
majority  of the M3X  Shareholders.  The Board of  Directors  of M3X shall  have
approved the transactions contemplated by this Agreement.

     Section  6.05  NO  GOVERNMENTAL  PROHIBITION.   No  order,  statute,  rule,
regulation,  executive order, injunction,  stay, decree, judgment or restraining
order shall have been enacted, entered,  promulgated or enforced by any court or
governmental  or regulatory  authority or  instrumentality  which  prohibits the
consummation of the transactions contemplated hereby.

     Section 6.06  CONSENTS.  All  consents,  approvals,  waivers or  amendments
pursuant to all contracts,  licenses,  permits, trademarks and other intangibles
in connection with the transactions  contemplated  herein,  or for the continued
operation of M3X after the Closing Date on the basis as presently operated shall
have been obtained.

     Section 6.07 M3X AUDIT.  The Parent shall have received  audited  financial
statements  of M3X (the "M3X  AUDIT"),  and such M3X Audit  shall be  materially
consistent  with the total assets and total  liabilities of M3X,  without giving
effect to the footnotes thereto, set forth in the unaudited balance sheet of M3X
previously provided to the Parent..

                                  ARTICLE VII

                   CONDITIONS PRECEDENT TO OBLIGATIONS OF M3X

     The   obligations   of  M3X  under  this   Agreement  are  subject  to  the
satisfaction, at or before the Closing Date, of the following conditions:

                                       15
<PAGE>
     Section 7.01 ACCURACY OF REPRESENTATIONS AND PERFORMANCE OF COVENANTS.  The
representations  and  warranties  made  by  Parent  and/or  Merger  Sub in  this
Agreement which are qualified as to materiality or material adverse effect shall
be true and correct,  and each of the  representations  and warranties of Parent
and/or Merger Sub contained in this Agreement  which are not so qualified  shall
be true and correct in all material  respects,  in each case of the date of this
Agreement  and as of the  Closing  Date as though  made on and as of the Closing
Date (except for those representations and warranties which address matters only
as of a particular date, which shall be true and correct, or true and correct in
all material respects,  as the case may be, as of such date).  Parent and Merger
Sub shall have performed or complied in all material respects with all covenants
and  conditions  required by this  Agreement to be performed or complied with by
Parent or Merger Sub, as applicable,  prior to or at the Closing  (except to the
extent such  conditions  have been waived by M3X). M3X shall be furnished with a
certificate,  signed by a duly  authorized  executive  officer of the Parent and
dated the Closing Date, to the foregoing effect.

     Section 7.02  OFFICER'S  CERTIFICATE..  M3X shall have been  furnished with
certificates dated the Closing Date and signed by the duly authorized  executive
officer  of  the  Parent  to  the  effect   that  no   litigation,   proceeding,
investigation  or inquiry is  pending,  or to the best  knowledge  of the Parent
threatened,   which  might  result  in  an  action  to  enjoin  or  prevent  the
consummation  of the  transactions  contemplated  by this  Agreement  or, to the
extent not disclosed in the Parent  Schedules,  by or against the Parent,  which
might result in any material adverse change in any of the assets,  properties or
operations of the Parent.

     Section 7.03 NO MATERIAL  ADVERSE CHANGE.  Prior to the Closing Date, there
shall not have  occurred  any change in the  financial  condition,  business  or
operations of the Parent or Merger Sub nor shall any event have occurred  which,
with the lapse of time or the giving of notice, is determined to be unacceptable
by M3X or the M3X Shareholders.

     Section  7.04  APPROVAL BY THE PARENT AND MERGER SUB. The Merger shall have
been approved by a majority of the  stockholders  of the Parent and the Board of
Directors of the Parent shall have  approved the  transactions  contemplated  by
this  Agreement.  The Merger  shall  have been  approved  by a  majority  of the
stockholders  of Merger Sub and the Board of  Directors of Merger Sub shall have
approved the transactions contemplated by this Agreement.

     Section  7.05  NO  GOVERNMENTAL  PROHIBITION..  No  order,  statute,  rule,
regulation,  executive order, injunction,  stay, decree, judgment or restraining
order shall have been enacted, entered,  promulgated or enforced by any court or
governmental  or regulatory  authority or  instrumentality  which  prohibits the
consummation of the transactions contemplated hereby.

     Section 7.06  CONSENTS.  All  consents,  approvals,  waivers or  amendments
pursuant to all contracts,  licenses,  permits, trademarks and other intangibles
in connection with the transactions  contemplated  herein,  or for the continued
operation  of the  Parent  after  the  Closing  Date on the  basis as  presently
operated shall have been obtained.

     Section 7.07 M3X AUDIT.  M3X shall have  obtained the M3X Audit in form and
content acceptable to M3X.

     Section  7.08 STOCK  SPLIT.  The number of shares of Common  Stock shall be
increased  pursuant to a forward  stock split which shall be completed  prior to
the Closing Date..

     Section  7.09  DIRECTORS.  The Board of  Directors  of the Parent  shall be
reconstituted as determined by M3X.

     Section 7.10 SHAREHOLDER  APPROVAL.  The transactions  contemplated by this
Agreement  shall have been approved by the M3X  Shareholders  in accordance with
Florida Law.

                                  ARTICLE VIII

                                  MISCELLANEOUS

     Section  8.01  GOVERNING  LAW AND  ARBITRATION.  This  Agreement  shall  be
governed by,  enforced,  and construed  under and in accordance with the laws of
the United States of America and, with respect to the matters of state law, with

                                       16
<PAGE>
the laws of the  State  of  Florida  without  giving  effect  to  principles  of
conflicts of law thereunder.  All controversies,  disputes or claims arising out
of or relating to this Agreement shall be resolved by binding  arbitration.  The
arbitration  shall be conducted in accordance  with the  Commercial  Arbitration
Rules of the American  Arbitration  Association.  All arbitrators  shall possess
such  experience  in, and knowledge of, the subject area of the  controversy  or
claim so as to qualify as an "expert" with respect to such subject  matter.  The
governing law for the purposes of any arbitration  arising hereunder shall be in
Dade  County,  Florida.  The  prevailing  party shall be entitled to receive its
reasonable attorney's fees and all costs relating to the arbitration.  Any award
rendered by arbitration shall be final and binding on the parties,  and judgment
thereon may be entered in any court of competent jurisdiction.

     Section 8.02 NOTICES. Any and all notices, requests or other communications
hereunder shall be given in writing and delivered by: (a) regular,  overnight or
registered  or  certified  mail  (return  receipt  requested),  with first class
postage prepaid; (b) hand delivery; (c) facsimile transmission; or (d) overnight
courier service, to the parties at the following addresses or facsimile numbers:

     If to the Parent, to:  DataMill Media Corp.
                            Attn: Vincent Beatty, CEO
                            1205 Hillsboro Mile, Suite 203
                            Hillsboro Beach, Florida 33062
                            Phone: (954) 592-5322

     With copies to:        David E. Wise, Esq.
                            Law Office of David E. Wise, PC
                            9901 IH-10 West, Suite 800
                            San Antonio, Texas 78230
                            Phone: (210) 558-2858
                            Fax: (210) 579-1775

     If to M3X, to:         M3X Media, Inc.
                            Attn: James K. Devericks, CEO
                            477 S. Rosemary Ave., Suite 208
                            West Palm Beach, FL 33401
                            Phone: (561) 514-0084
                            Fax: (561) 514-0083

     With copies to:        Katten Muchin Rosenman LLP
                            575 Madison Ave.
                            New York, NY 10022
                            Attn: Evan L. Greebel
                            Phone: (212) 940-6383
                            Fax: (212) 894-5883

or at such  other  address  or  number as shall be  designated  by either of the
parties in a notice to the other party given in  accordance  with this  Section.
Except as otherwise provided in this Agreement, all such communications shall be
deemed to have been duly  given:  (A) in the case of a notice sent by regular or
registered or certified mail,  three business days after it is duly deposited in
the  mails;  (B) in the case of a notice  delivered  by  hand,  when  personally
delivered;  (C) in the case of a notice  sent by  facsimile,  upon  transmission
subject to telephone  confirmation  of receipt;  and (D) in the case of a notice
sent by overnight mail or overnight courier service, the next business day after
such  notice is mailed  or  delivered  to such  courier,  in each case  given or
addressed as aforesaid.

     Section 8.03 CONFIDENTIALITY. Each party hereto agrees with the other that,
unless  and until the  transactions  contemplated  by this  Agreement  have been
consummated,  it and its representatives will hold in strict confidence all data
and information obtained with respect to another party or any subsidiary thereof
from any  representative,  officer,  director or employee,  or from any books or
records or from personal inspection, of such other party, and shall not use such
data or  information  or disclose the same to others  (which  information  shall
include  the  existence  of this  Agreement  and the  transactions  contemplated
herein),  except (i) to the extent such data or information  is published,  is a
matter of public knowledge (through no fault or action of the Party holding such

                                       17
<PAGE>
information  on  behalf  of the  other  Party),  or is  required  by a court  of
competent jurisdiction to be published;  or (ii) to the extent that such data or
information  must be used or disclosed in order to consummate  the  transactions
contemplated  by  this  Agreement.  In the  event  of the  termination  of  this
Agreement,  each party shall return to the other party all  documents  and other
materials obtained by it or on its behalf and shall destroy all copies, digests,
work papers,  abstracts or other materials relating thereto, and each party will
continue to comply with the  confidentiality  provisions  set forth herein.  M3X
further  agrees and  consents to the  disclosure  by the Parent of any  material
information  regarding M3X which the Parent or its counsel  deems  necessary for
disclosure in the Parent SEC Reports in connection with the Parent's  current or
periodic  report  filings.  The Parent shall not be required to obtain the prior
consent of M3X to publicly disclose such information.

     Section 8.04  PUBLICITY.  Prior to or after the Closing of the  transaction
contemplated  herein,  any announcement,  or press or news release by M3X or its
shareholders,  employees,  officers,  directors, or agents shall be reviewed and
approved by the Parent prior to its release, subject to any requirements of law.
The Parent shall be allowed to make any announcements relating to this Agreement
or the  transactions  contemplated  herein,  and shall be  allowed  to file this
Agreement and any exhibits or related  agreements as may be required pursuant to
the Parent's  public  reporting  obligations  with the  Securities  and Exchange
Commission,  subject  to prior  approval  by M3X,  which  approval  shall not be
unreasonably  withheld.  Prior to the Closing and prior to the Closing Date, M3X
shall  make no  announcements  relating  to this  Agreement,  the  Parent or the
transactions  contemplated  herein  without  the prior  written  consent  of the
Parent, which approval will not be unreasonably withheld.

     Section 8.05 THIRD PARTY BENEFICIARIES..  This contract is strictly between
the Parent and M3X, and, except as specifically provided, no director,  officer,
stockholder,  employee,  agent,  independent  contractor  or any other person or
entity shall be deemed to be a third party beneficiary of this Agreement.

     Section 8.06 SURVIVAL;  TERMINATION..  The representations,  warranties and
covenants  of  the  respective  Parties  hereunder  shall  terminate  as of  the
Effective Time on the Closing Date; PROVIDED,  HOWEVER, that the indemnification
covenants  set forth in Section  5.04 shall  survive  the  Closing  Date and any
termination  of this  Agreement  pursuant to Section 4.11 and continue until the
one year anniversary of the date hereof..

     Section  8.07  EXPENSES.  The Parent and M3X each hereto agree to pay their
own costs and expenses  incurred in negotiating this Agreement  including legal,
accounting and  professional  fees,  incurred in connection with the Exchange or
any of the other transactions  contemplated hereby, and those costs and expenses
incurred in consummating the transactions described herein.

     Section  8.08  ENTIRE  AGREEMENT.  This  Agreement  represents  the  entire
agreement  between  the  parties  relating  to the  subject  matter  thereof and
supersedes all prior agreements,  term sheets,  understandings and negotiations,
written or oral, with respect to such subject matter.

     Section  8.09  COUNTERPARTS.  This  Agreement  may be  executed in multiple
counterparts,  each of which shall be deemed an original  and all of which taken
together shall be but a single instrument.

     Section 8.10 AMENDMENT OR WAIVER.  Every right and remedy  provided  herein
shall be cumulative with every other right and remedy, whether conferred herein,
at law, or in equity, and may be enforced concurrently  herewith,  and no waiver
by any  party  of the  performance  of any  obligation  by the  other  shall  be
construed as a waiver of the same or any other  default  then,  theretofore,  or
thereafter  occurring or existing.  At any time prior to the Closing Date,  this
Agreement may by amended by a writing signed by all parties hereto, with respect
to any of the  terms  contained  herein,  and  any  term  or  condition  of this
Agreement may be waived or the time for performance may be extended by a writing
signed by the party or parties for whose benefit the provision is intended.

     Section 8.11 REMEDIES. The Parties agree that the covenants and obligations
contained in this Agreement relate to special,  unique and extraordinary matters
and  that a  violation  of any  of the  terms  hereof  or  thereof  would  cause
irreparable  injury  in an amount  which  would be  impossible  to  estimate  or
determine  and for which any  remedy at law would be  inadequate.  As such,  the
Parties  agree that if either  Party  fails or  refuses  to  fulfill  any of its
obligations  under  this  Agreement  or to  make  any  payment  or  deliver  any
instrument required hereunder or thereunder, then the other Party shall have the
remedy  of  specific   performance,   which  remedy  shall  be  cumulative   and
nonexclusive and shall be in addition to any other rights and remedies otherwise
available  under any other  contract  or at law or in equity  and to which  such
Party might be entitled.

                                       18
<PAGE>
     Section 8.12  CONSTRUCTION.  The Parties  acknowledge that each of them has
had the  benefit of legal  counsel of its own  choice and has been  afforded  an
opportunity  to  review  this  Agreement  with its legal  counsel  and that this
Agreement  shall be construed as if jointly  drafted by the Parties  hereto.  In
this Agreement, the word "include,: "includes," "including" and "such as" are to
be  construed  as if  they  were  immediately  followed  by the  words,  without
limitation.

     Section 8.13 SEVERABILITY.  The invalidity or unenforceability of any term,
phrase, clause, paragraph,  restriction,  covenant, agreement or other provision
of this  Agreement  shall in no way affect the  validity or  enforcement  of any
other provision or any part thereof.

     Section 8.14 HEADINGS;  GENDER.  The paragraph  headings  contained in this
Agreement are for convenience  only, and shall in no manner be construed as part
of this  Agreement.  All  references  in this  Agreement  as to gender  shall be
interpreted in the applicable gender of the Parties.

     Section 8.15 EFFECT OF FACSIMILE AND PHOTOCOPIED SIGNATURES. This Agreement
may be executed in several counterparts,  each of which is an original. It shall
not be necessary in making proof of this Agreement or any counterpart  hereof to
produce or account for any of the other  counterparts.  A copy of this Agreement
signed by one Party and faxed or scanned and emailed to another  Party (as a PDF
or similar  image file) shall be deemed to have been  executed and  delivered by
the signing  Party as though an original.  A photocopy or PDF of this  Agreement
shall be effective as an original for all purposes.

                            [Signature page follows]

                                       19
<PAGE>
     IN WITNESS WHEREOF, the corporate parties hereto have caused this Agreement
to be executed by their respective officers, hereunto duly authorized, as of the
date first-above written.

                                         DATAMILL MEDIA CORP.


                                         By: /s/ Vincent Beatty
                                             -----------------------------------
                                         Name:  Vincent Beatty
                                         Title: President

                                         DATAMILL MEDIA SUB CORP.


                                         By: /s/ Vincent Beatty
                                             -----------------------------------
                                         Name:  Vincent Beatty
                                         Title: President

                                         M3X MEDIA, INC.


                                         By: /s/ James Devericks
                                             -----------------------------------
                                         Name:  James Devericks
                                         Title: President

                                       20