10.1 Common  Stock  Purchase  Agreement  between  MediaX  Corporation  and  AMRO
     International, S.A.

COMMON STOCK PURCHASE AGREEMENT
Between

MediaX Corporation

and

the Investors Signatory Hereto

COMMON STOCK PURCHASE  AGREEMENT  dated as of April 25, 2000 (the  "Agreement"),
between the  Investors  signatory  hereto (each an  "Investor"  and together the
"Investors"), and MediaX Corporation, a corporation organized and existing under
the laws of the State of Nevada (the  "Company").  WHEREAS,  the parties  desire
that, upon the terms and subject to the conditions contained herein, the Company
shall issue and sell to the  Investors,  and the Investors  shall  purchase Five
Hundred Thousand Dollars ($500,000) of Common Stock (as defined below). WHEREAS,
such  investments  will be made in reliance upon the  provisions of Section 4(2)
("Section  4(2)")  and/or  4(6)  of the  United  States  Securities  Act  and/or
Regulation D ("Regulation  D") and the other rules and  regulations  promulgated
thereunder  (the  "Securities  Act"),  and/or upon such other exemption from the
registration requirements of the Securities Act as may be available with respect
to any or all of the  investments  in  securities  to be  made  hereunder.  NOW,
THEREFORE, the parties hereto agree as follows:

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Certain Definitions
  "Capital Shares" shall mean the Common Stock and any shares of any other class
of  common  stock  whether  now or  hereafter  authorized,  having  the right to
participate in the distribution of earnings and assets of the Company.

  "Capital Shares Equivalents" shall mean any securities, rights, or obligations
that are convertible into or exchangeable for or give any right to subscribe for
any Capital  Shares of the Company or any  warrants,  options or other rights to
subscribe for or purchase Capital Shares or any such convertible or exchangeable
securities.

  "Closing" shall mean each closing of the purchase and sale of the Common Stock
pursuant to Section 2.1.

  "Closing Date" shall mean the date on which all conditions to the Closing have
been satisfied (as defined in Section 2.1 (b) hereto) and the Closing shall have
occurred.

  "Common  Stock" shall mean the Company's  common stock,  $0.0001 par value per
share.

  "Damages" shall mean any loss, claim, damage, judgment,  penalty,  deficiency,
liability,  costs  and  expenses  (including,  without  limitation,   reasonable
attorney's fees and  disbursements  and reasonable  costs and expenses of expert
witnesses and investigation).

  "Effective Date" shall mean the date on which the SEC first declares effective
a Registration Statement registering the resale of the Registrable Securities as
set forth in the Registration Rights Agreement.

  "Escrow Agent" shall have the meaning set forth in the Escrow Agreement.

  "Escrow  Agreement" shall mean the Escrow Agreement in substantially  the form
of  Exhibit  A  hereto  executed  and  delivered   contemporaneously  with  this
Agreement.

  "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended, and
the rules and regulations promulgated thereunder.

  "Initial Shares" shall mean the Five Hundred  Thousand  Dollars  ($500,000) of
Common Stock purchased at the initial Closing.

  "Legend" shall mean the legend set forth in Section 9.1.

  "Market  Price"  shall mean the single  lowest  trade  price (as  reported  by
Bloomberg L.P.) of the Common Stock on the Principal Market during the period of
five (5) Trading Days ending on the Trading Day prior to the date in question.

  "Material  Adverse Effect" shall mean any effect on the business,  operations,
properties, prospects or financial condition of the Company that is material and
adverse to the Company and its  subsidiaries  and affiliates,  taken as a whole,
and/or  any  condition,  circumstance,  or  situation  that  would  prohibit  or
otherwise  interfere  with the  ability of the Company to enter into and perform
any of its obligations under this Agreement,  the Registration  Rights Agreement
and the Escrow Agreement.

  "Outstanding"  when used with  reference  to shares of Common Stock or Capital
Shares  (collectively  the  "Shares"),  shall mean,  at any date as of which the
number of such Shares is to be determined,  all issued and  outstanding  Shares,
and shall include all such Shares  issuable in respect of  outstanding  scrip or
any certificates  representing  fractional  interests in such Shares;  provided,
however,  that  "Outstanding"  shall not mean any such Shares  then  directly or
indirectly owned or held by or for the account of the Company.

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<PAGE>

  "Person"  shall  mean  an  individual,  a  corporation,   a  partnership,   an
association, a trust or other entity or organization,  including a government or
political subdivision or an agency or instrumentality thereof.

  "Principal  Market"  shall  mean the OTC  Bulletin  Board,  the New York Stock
Exchange,  the  NASDAQ  National  or  SmallCap  Markets  or the  American  Stock
Exchange,  whichever is at the time the principal trading exchange or market for
the Common Stock, based upon share volume.

  "Purchase  Price" shall mean  eighty-six  percent (86%) of the Market Price on
the Closing Date.

  "Registrable  Securities"  shall  mean the Shares  until (i) the  Registration
Statement  has been  declared  effective  by the SEC,  and all Shares  have been
disposed of pursuant to the  Registration  Statement,  (ii) all Shares have been
sold under  circumstances  under which all of the applicable  conditions of Rule
144 (or any similar  provision  then in force) under the  Securities  Act ("Rule
144") are met, (iii) all Shares have been  otherwise  transferred to holders who
may trade such shares  without  restriction  under the  Securities  Act, and the
Company has delivered a new  certificate or other evidence of ownership for such
securities not bearing a restrictive legend or (iv) such time as, in the opinion
of counsel to the Company,  all Shares may be sold  without any time,  volume or
manner  limitations  pursuant to Rule 144(k) (or any similar  provision  then in
effect) under the Securities Act.

  "Registration  Rights Agreement" shall mean the agreement regarding the filing
of the  Registration  Statement  for the resale of the  Registrable  Securities,
entered  into between the Company and the Investor as of the Closing Date in the
form annexed hereto as Exhibit B.

  "Registration  Statement" shall mean a registration  statement on Form S-3 (or
on such other form  promulgated  by the SEC for which the Company then qualifies
and which counsel for the Company shall deem  appropriate,  and which form shall
be available for the resale by the Investors of the Registrable Securities to be
registered  thereunder in accordance with the provisions of this Agreement,  the
Registration  Rights  Agreement  and in accordance  with the intended  method of
distribution  of such  securities),  for the  registration  of the resale by the
Investor of the Registrable  Securities under the Securities Act. "Regulation D"
shall have the meaning set forth in the recitals of this Agreement.

  "Repricing  Price" shall mean eighty-six  percent (86%) of the Market Price on
the Effective Date.

  "Repriced  Shares"  shall have the meaning set forth in Section  2.1(a)(ii) of
this Agreement.

  "SEC" shall mean the Securities and Exchange Commission.

  "Section  4(2)" and  "Section  4(6)" shall have the  meanings set forth in the
recitals of this Agreement.

  "Securities  Act" shall have the  meaning  set forth in the  recitals  of this
Agreement.

  "SEC Documents"  shall mean the Company's latest Form 10-K or 10-KSB as of the
time in  question,  all Forms 10-Q or 10-QSB and 8-K filed  thereafter,  and the
Proxy Statement for its latest fiscal year as of the time in question until such
time as the Company no longer has an obligation to maintain the effectiveness of
a Registration Statement as set forth in the Registration Rights Agreement.

  "Shares"  shall mean the  Initial  Shares and the  Repriced  Shares  purchased
pursuant to this Agreement.

  "Trading  Day" shall mean any day during which the  Principal  Market shall be
open for business.

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<PAGE>

Purchase and Sale of Common Stock

  Investment. Upon the terms and subject to the conditions set forth herein, the
Company agrees to sell, and the Investors,  severally and not jointly,  agree to
purchase the Shares as follows:

  Initial Closing.  Upon  satisfaction by the Company of the Closing  conditions
set forth in Section 2.1(b),  the Investors shall purchase Five Hundred Thousand
Dollars  ($500,000)  of  Common  Stock  at the  Purchase  Price.  The  Investors
purchasing in the initial Closing shall deliver to the Escrow Agent  immediately
available funds in the amounts set forth next to their signatures hereto and the
Company shall  deliver the Common Stock  certificates  representing  the Initial
Shares to the Escrow  Agent,  to be held by the  Escrow  Agent  pursuant  to the
Escrow  Agreement.  Upon  satisfaction  of the  conditions  set forth in Section
2.1(b), the initial Closing ("Closing") shall occur at the offices of the Escrow
Agent at which the Escrow Agent (x) shall release the Initial  Shares  purchased
to the appropriate  Investor and (y) shall release the Purchase Price (after all
fees have been paid as set forth in the Escrow Agreement), pursuant to the terms
of the Escrow Agreement.

  Reprice Closing.  Upon the Effective Date, if the Repricing Price is less than
the Purchase  Price,  then each Investor may request that its Initial  Shares be
repriced at the Repricing Price. Each Investor shall provide facsimile notice to
the  Company  within five (5) Trading  Days of the end of the  Repricing  Period
concerning the number of Repriced  Shares,  if any, that the Investor  wishes to
reprice.  Subject to the  limitations  set forth in Sections  2.1(a)(ii)(1)  and
2.1(a)(ii)(2)  below,  upon receipt of facsimile  notice that Investor wishes to
reprice some or all of the Repriced  Shares,  the Company will issue within five
(5)  Trading  Days to Investor  the number of  additional  Shares as  determined
according to the following formula:

((Purchase Price - Repricing Price) x (No. of Repriced Shares))/Repricing Price

If by way of any reprice pursuant to this Section,  the Investor would receive a
number of  Repriced  Shares  such that the total  number of Shares  beneficially
owned  (within the meaning of Section 13(d) of the Exchange Act) by the Investor
as of the date of such  adjustment  would be  greater  than  9.99% but less than
13.0% of the total  outstanding  Common Stock of the  Company,  then the Company
shall not effect the repricing  required by this Section to the extent necessary
to  avoid  causing  the  aforesaid  limitation  to be  exceeded  until  120 days
following the date such repricing would have otherwise been made.

If by way of any reprice pursuant to this Section,  the Investor would receive a
number of  Repriced  Shares  such that the  total  number of Shares  held by the
Investor as of the date of such  adjustment  would equal or exceed  13.0% of the
total outstanding Common Stock of the Company, then the Company shall not effect
the repricing  required by this Section to the extent necessary to avoid causing
the aforesaid  limitation to be exceeded  until 180 days following the date such
repricing would have otherwise been made.

The initial Closing is subject to the satisfaction or waiver by the party sought
to be benefited thereby of the following conditions:

acceptance and execution by the Company and by the Investors,  of this Agreement
and all Exhibits hereto;

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<PAGE>

delivery  into escrow by each  Investor of  immediately  available  funds in the
amount of the Purchase Price of the Common Stock, as more fully set forth in the
Escrow Agreement;

all  representations  and  warranties  of the Investors  contained  herein shall
remain true and correct as of the initial  Closing  Date (as a condition  to the
Company's obligations);

all  representations and warranties of the Company contained herein shall remain
true  and  correct  as of  the  initial  Closing  Date  (as a  condition  to the
Investors' obligations);

the Company shall have obtained all permits and  qualifications  required by any
state for the offer and sale of the Common Stock, or shall have the availability
of exemptions therefrom;

the sale and issuance of the Common Stock hereunder,  and the proposed  issuance
by the Company to the Investors of the Common Stock  underlying the Common Stock
upon the conversion or exercise  thereof shall be legally  permitted by all laws
and  regulations  to which the  Investors  and the Company are subject and there
shall be no ruling,  judgment or writ of any court  prohibiting the transactions
contemplated by this Agreement;

delivery of the original fully executed Common Stock  certificates to the Escrow
Agent;

delivery to the Escrow  Agent of an opinion of Weed & Co.  L.P.,  counsel to the
Company, in the form of Exhibit C;

delivery to the Escrow Agent of the  Irrevocable  Instructions to Transfer Agent
in the form attached hereto as Exhibit D;

and delivery to the Escrow Agent of the Registration Rights Agreement.

Liquidated  Damages.  The  parties  hereto  acknowledge  and agree that the sums
payable  pursuant  to  the   Registration   Rights  Agreement  shall  constitute
liquidated damages and not penalties.  The parties further  acknowledge that (a)
the amount of loss or damages likely to be incurred is incapable or is difficult
to  precisely  estimate,  (b) the  amounts  specified  in such  Sections  bear a
reasonable  proportion  and are not plainly or grossly  disproportionate  to the
probable  loss likely to be incurred by the  Investors  in  connection  with the
failure  by the  Company to timely  cause the  registration  of the  Registrable
Securities and (c) the parties are sophisticated  business parties and have been
represented by sophisticated and able legal and financial counsel and negotiated
this Agreement at arm's length.

Representations and warranties of Investor

Each Investor, severally and not jointly, represents and warrants to the Company
that:

Intent. The Investor is entering into this Agreement for its own account and not
with a view to or for sale in  connection  with any  distribution  of the Common
Stock. The Investor has no present arrangement  (whether or not legally binding)
at any time to sell the  Shares to or through  any  person or entity;  provided,
however, that by making the representations  herein, the Investor does not agree
to hold such  securities for any minimum or other specific term and reserves the
right to dispose of the Shares at any time in accordance  with federal and state
securities laws applicable to such disposition.

Sophisticated  Investor.  The Investor is a sophisticated investor (as described
in Rule 506(b)(2)(ii) of Regulation D) and an accredited investor (as defined in
Rule 501 of  Regulation  D), and  Investor has such  experience  in business and
financial  matters  that it has the  capacity  to protect its own  interests  in
connection  with this  transaction  and is capable of evaluating  the merits and
risks of an investment in the Common Stock.  The Investor  acknowledges  that an
investment  in the Common  Stock is  speculative  and  involves a high degree of
risk.

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<PAGE>

Authority. This Agreement and each agreement attached as an Exhibit hereto which
is required to be executed  by  Investor  has been duly  authorized  and validly
executed and  delivered by the Investor and is a valid and binding  agreement of
the Investor  enforceable  against it in accordance  with its terms,  subject to
applicable  bankruptcy,  insolvency,  or similar laws  relating to, or affecting
generally  the  enforcement  of,  creditors'  rights  and  remedies  or by other
equitable principles of general application.

Not an Affiliate.  The Investor is not an officer,  director or "affiliate"  (as
that term is defined in Rule 405 of the Securities Act) of the Company.

Absence of  Conflicts.  The  execution  and delivery of this  Agreement and each
agreement which is attached as an Exhibit hereto and executed by the Investor in
connection  herewith,  and the  consummation  of the  transactions  contemplated
hereby and thereby,  and compliance with the requirements  hereof and thereof by
the Investor, will not violate any law, rule, regulation, order, writ, judgment,
injunction,  decree or award binding on Investor or (a) violate any provision of
any  indenture,  instrument  or  agreement  to which  Investor  is a party or is
subject,  or by which Investor or any of its assets is bound;  (b) conflict with
or  constitute  a material  default  thereunder;  (c) result in the  creation or
imposition of any lien pursuant to the terms of any such  indenture,  instrument
or agreement,  or constitute a breach of any fiduciary  duty owed by Investor to
any third party; or (d) require the approval of any  third-party  (which has not
been  obtained)  pursuant  to  any  material  contract,  agreement,  instrument,
relationship or legal obligation to which Investor is subject or to which any of
its assets, operations or management may be subject.

Disclosure;  Access to  Information.  The Investor  has received all  documents,
records, books and other publicly available information pertaining to Investor's
investment in the Company that have been requested by the Investor.  The Company
is subject to the periodic  reporting  requirements of the Exchange Act, and the
Investor has reviewed copies of all SEC Documents deemed relevant by Investor.
Manner  of Sale.  At no time was  Investor  presented  with or  solicited  by or
through any leaflet, public promotional meeting, television advertisement or any
other form of general solicitation or advertising.

Representations and warranties of the Company

The Company  represents and warrants to the Investors that,  except as set forth
in the SEC Documents:

Organization of the Company.  The Company is a corporation duly incorporated and
existing  in good  standing  under the laws of the  State of Nevada  and has all
requisite corporate authority to own its properties and to carry on its business
as now being conducted.  The Company does not have any subsidiaries and does not
own more that fifty percent (50%) of or control any other business entity except
as set forth in the SEC Documents.  The Company is duly qualified and is in good
standing as a foreign  corporation to do business in every jurisdiction in which
the  nature  of the  business  conducted  or  property  owned by it  makes  such
qualification  necessary,  other than  those in which the  failure so to qualify
would not have a Material Adverse Effect.

Authority.  (i) The  Company has the  requisite  corporate  power and  corporate
authority to enter into and perform its obligations  under this  Agreement,  the
Registration  Rights  Agreement,  the Escrow  Agreement and to issue the Shares,
pursuant to their respective terms, (ii) the execution, issuance and delivery of
this Agreement,  the Registration  Rights Agreement,  the Escrow Agreement,  the
Common  Stock  certificates  by the  Company and the  consummation  by it of the
transactions  contemplated  hereby have been duly  authorized  by all  necessary
corporate  action and no further consent or  authorization of the Company or its

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Board of Directors or  stockholders is required,  and (iii) this Agreement,  the
Registration  Rights  Agreement,  the  Escrow  Agreement  and the  Common  Stock
certificates  representing  the Shares have been duly  executed and delivered by
the Company and at each Closing shall constitute  valid and binding  obligations
of the Company  enforceable  against the Company in accordance with their terms,
except  as  such  enforceability  may  be  limited  by  applicable   bankruptcy,
insolvency,  or similar laws relating to, or affecting generally the enforcement
of, creditors'  rights and remedies or by other equitable  principles of general
application.  The Company  has duly and  validly  authorized  and  reserved  for
issuance  shares of Common  Stock  sufficient  in number for the  reprice of the
Initial  Shares.

Capitalization.  As of April  __,  2000,  the  authorized  capital  stock of the
Company  consists of 25,000,000  shares of Common  Stock,  $0.0001 par value per
share, of which 7,251,810 shares are issued and outstanding,  10,000,000  shares
of  preferred  stock,  $0.0001 par value per share,  of which none are issued or
outstanding. Except for (i) outstanding options and warrants as set forth in the
SEC Documents,  and (ii) as set forth in the Disclosure  Schedule,  there are no
outstanding  Capital Shares  Equivalents  nor any  agreements or  understandings
pursuant to which any Capital Shares  Equivalents  may become  outstanding.  The
Company is not a party to any agreement  granting  registration or anti-dilution
rights to any person with respect to any of its equity or debt  securities.  All
of the  outstanding  shares of Common  Stock of the  Company  have been duly and
validly authorized and issued and are fully paid and non-assessable.

Common Stock.  The Company has  registered  its Common Stock pursuant to Section
12(b) or (g) of the Exchange Act and is in full  compliance  with all  reporting
requirements  of the  Exchange  Act, and the Company is in  compliance  with all
requirements  for the continued  listing or quotation of its Common  Stock,  and
such Common Stock is currently listed or quoted on, the Principal  Market. As of
the date hereof,  the Principal Market is the OTC Bulletin Board and the Company
has not received any notice regarding,  and to its knowledge there is no threat,
of the termination or  discontinuance of the eligibility of the Common Stock for
such listing.

SEC Documents. The Company has made available to the Investors true and complete
copies of the SEC  Documents.  The Company has not provided to the Investors any
information that,  according to applicable law, rule or regulation,  should have
been disclosed  publicly prior to the date hereof by the Company,  but which has
not been so disclosed.  As of their respective dates, the SEC Documents complied
in all material  respects with the  requirements  of the Exchange Act, and rules
and regulations of the SEC promulgated  thereunder and the SEC Documents did not
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.  The  financial  statements  of the  Company  included  in  the  SEC
Documents   complied  in  all  material  respects  with  applicable   accounting
requirements  and the  published  rules  and  regulations  of the  SEC or  other
applicable  rules  and  regulations  with  respect  thereto  at the time of such
inclusion.  Such  financial  statements  have been prepared in  accordance  with
generally  accepted  accounting  principles applied on a consistent basis during
the periods involved (except (i) as may be otherwise indicated in such financial
statements  or the  notes  thereto  or (ii) in the  case  of  unaudited  interim
statements,  to the extent they exclude footnotes or may be condensed or summary
statements) and fairly present in all material  respects the financial  position
of the Company as of the dates  thereof and the results of  operations  and cash
flows for the periods  then ended  (subject,  in the case of  unaudited  interim
statements,  to normal year-end audit adjustments).  Neither the Company nor any
of its subsidiaries has any material indebtedness, obligations or liabilities of
any kind (whether accrued, absolute, contingent or otherwise, and whether due or
to become  due) that would  have been  required  to be  reflected  in,  reserved

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against or  otherwise  described  in the  financial  statements  or in the notes
thereto in accordance  with GAAP,  which was not fully  reflected  in,  reserved
against or otherwise described in the financial  statements or the notes thereto
included in the SEC  Documents  or was not  incurred in the  ordinary  course of
business  consistent  with the Company's past  practices  since the last date of
such financial statements.

Exemption from  Registration;  Valid  Issuances.  Subject to the accuracy of the
Investors'  representations  in Article  III,  the sale of the  Shares  will not
require  registration  under the  Securities  Act  and/or any  applicable  state
securities law. Neither the sales of the Shares,  pursuant to, nor the Company's
performance of its obligations  under, this Agreement,  the Registration  Rights
Agreement or the Escrow  Agreement will (i) result in the creation or imposition
by the Company of any liens,  charges or claims or other  encumbrances  upon the
Shares, except as contemplated herein, any of the assets of the Company, or (ii)
entitle the holders of Outstanding  Capital Shares to preemptive or other rights
to  subscribe  for or acquire  the  Capital  Shares or other  securities  of the
Company. The Shares shall not subject the Investors to personal liability to the
Company or its creditors by reason of the possession thereof.

No General  Solicitation or Advertising in Regard to this  Transaction.  Neither
the Company nor any of its affiliates nor, to the knowledge of the Company,  any
person  acting on its or their  behalf (i) has  conducted  or will  conduct  any
general  solicitation  (as that term is used in Rule 502(c) of  Regulation D) or
general  advertising  with  respect  to the sale of the  Shares or (ii) made any
offers or sales of any  security  or  solicited  any offers to buy any  security
under any circumstances that would require  registration of the Shares under the
Securities Act.

No Conflicts.  The execution,  delivery and performance of this Agreement by the
Company and the  consummation  by the Company of the  transactions  contemplated
hereby, including without limitation the issuance of the Shares, do not and will
not (i) result in a violation  of the  Company's  Articles of  Incorporation  or
By-Laws or (ii) conflict  with,  or  constitute a material  default (or an event
that with notice or lapse of time or both would become a default) under, or give
to others any rights of termination, amendment, acceleration or cancellation of,
any material  agreement,  indenture or  instrument,  or any "lock-up" or similar
provision  of any  underwriting  or similar  agreement to which the Company is a
party, or (iii) result in a violation of any federal,  state or local law, rule,
regulation,  order,  judgment or decree (including  federal and state securities
laws  and  regulations)  applicable  to the  Company  or by which  any  material
property  or asset of the  Company  is bound  or  affected,  nor is the  Company
otherwise in violation  of,  conflict with or default under any of the foregoing
(except in each case for such  conflicts,  defaults,  terminations,  amendments,
accelerations,  cancellations and violations as would not have,  individually or
in the aggregate, a Material Adverse Effect). The business of the Company is not
being  conducted  in  violation  of any  law,  ordinance  or  regulation  of any
governmental entity, except for possible violations that either singly or in the
aggregate would not have a Material Adverse Effect.  The Company is not required
under any Federal, state or local law, rule or regulation to obtain any consent,
authorization or order of, or make any filing or registration with, any court or
governmental  agency in order for it to  execute,  deliver or perform any of its
obligations under this Agreement or issue and sell the Shares in accordance with
the terms  hereof  (other than any SEC or state  securities  filings that may be
required  to be made by the Company  subsequent  to  Closing,  any  registration
statement that may be filed pursuant hereto); provided that, for purposes of the
representation  made in this sentence,  the Company is assuming and relying upon
the accuracy of the relevant  representations  and  agreements  of the Investors
herein.

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No Material Adverse Change.  Since December 31, 1999, no Material Adverse Effect
has occurred or exists with  respect to the Company,  except as disclosed in the
SEC Documents.

No  Undisclosed  Events or  Circumstances.  Since December 31, 1999, no event or
circumstance  has  occurred  or  exists  with  respect  to  the  Company  or its
businesses,  properties,  prospects,  operations or financial  condition,  that,
under  applicable  law,  rule  or  regulation,  requires  public  disclosure  or
announcement  prior to the date  hereof by the Company but which has not been so
publicly announced or disclosed in the SEC Documents.

No  Integrated  Offering.  Other  than  pursuant  to an  effective  registration
statement  under the Securities  Act, or pursuant to the issuance or exercise of
employee  stock  options,  or pursuant to its  discussion  with the Investors in
connection  with the  transactions  contemplated  hereby,  the  Company  has not
issued,  offered or sold its Common Stock, or any securities convertible into or
exchangeable  or exercisable  for Common Stock within the six-month  period next
preceding  the  date  hereof,  and  the  Company  shall  not  permit  any of its
directors,  officers or affiliates  directly or  indirectly to take,  any action
(including,  without  limitation,  any  offering  or sale to any  Person  of the
Shares),   so  as  to  make   unavailable  the  exemption  from  Securities  Act
registration  being  relied  upon by the  Company  for  the  offer  and  sale to
Investors of the Shares as contemplated by this Agreement.

Litigation  and Other  Proceedings.  Except as disclosed  in the SEC  Documents,
there  are no  lawsuits  or  proceedings  pending  or, to the  knowledge  of the
Company, threatened,  against the Company or any subsidiary, nor has the Company
received  any written or oral notice of any such  action,  suit,  proceeding  or
investigation,  which could  reasonably  be expected to have a Material  Adverse
Effect.  Except as set forth in the SEC  Documents,  no judgment,  order,  writ,
injunction  or decree or award has been  issued by or, to the  knowledge  of the
Company,  requested of any court,  arbitrator or governmental agency which could
result in a Material Adverse Effect.

No Misleading or Untrue Communication.  The Company and, to the knowledge of the
Company,  any person  representing  the Company,  or any other person selling or
offering to sell the Shares in connection with the  transaction  contemplated by
this Agreement, have not made, at any time, any oral communication in connection
with the offer or sale of the same which  contained  any untrue  statement  of a
material fact or omitted to state any material  fact  necessary in order to make
the statements,  in the light of the  circumstances  under which they were made,
not misleading.

Material Non-Public Information.  The Company has not disclosed to the Investors
any material non-public  information that (i) if disclosed,  would reasonably be
expected  to have a  material  effect on the price of the  Common  Stock or (ii)
according to applicable  law,  rule or  regulation,  should have been  disclosed
publicly  by the  Company  prior to the date  hereof  but  which has not been so
disclosed.

Insurance.  The Company and each  subsidiary  maintains  property and  casualty,
general liability, workers' compensation,  environmental hazard, personal injury
and other  similar  types of  insurance  with  financially  sound and  reputable
insurers that is adequate,  consistent with industry standards and the Company's
historical claims experience.  The Company has not received notice from, and has
no knowledge of any threat by, any insurer (that has issued any insurance policy
to the Company)  that such  insurer  intends to deny  coverage  under or cancel,
discontinue or not renew any insurance policy presently in force.

Tax Matters.  The Company and each subsidiary has filed all Tax Returns which it
is required  to file under  applicable  laws;  all such Tax Returns are true and
accurate and has been  prepared in  compliance  with all  applicable  laws;  the
Company has paid all Taxes due and owing by it or any subsidiary (whether or not

                                       12

<PAGE>

such Taxes are required to be shown on a Tax Return) and have  withheld and paid
over to the  appropriate  taxing  authorities  all Taxes which it is required to
withhold  from amounts paid or owing to any employee,  stockholder,  creditor or
other third  parties;  and since  December 31, 1998,  the charges,  accruals and
reserves for Taxes with respect to the Company  (including  any  provisions  for
deferred  income  taxes)  reflected  on the books of the Company are adequate to
cover any Tax liabilities of the Company if its current tax year were treated as
ending on the date  hereof.

No claim has been made by a taxing authority in a jurisdiction where the Company
does not file  tax  returns  that the  Company  or any  subsidiary  is or may be
subject to taxation by that jurisdiction.  There are no foreign,  federal, state
or local tax audits or administrative or judicial  proceedings  pending or being
conducted with respect to the Company or any subsidiary;  no information related
to Tax matters has been requested by any foreign, federal, state or local taxing
authority;  and,  except as disclosed  above,  no written  notice  indicating an
intent to open an audit or other review has been  received by the Company or any
subsidiary from any foreign, federal, state or local taxing authority. There are
no  material  unresolved  questions  or  claims  concerning  the  Company's  Tax
liability.  The Company (A) has not executed or entered into a closing agreement
pursuant to ss. 7121 of the Internal  Revenue Code or any predecessor  provision
thereof or any similar provision of state, local or foreign law; and (B) has not
agreed to or is required to make any adjustments  pursuant to ss. 481 (a) of the
Internal Revenue Code or any similar provision of state, local or foreign law by
reason of a change in accounting  method  initiated by the Company or any of its
subsidiaries  or has any knowledge that the IRS has proposed any such adjustment
or change in accounting  method, or has any application  pending with any taxing
authority  requesting  permission  for any changes in  accounting  methods  that
relate to the business or operations of the Company.  The Company has not been a
United  States  real  property  holding  corporation  within the  meaning of ss.
897(c)(2) of the Internal Revenue Code during the applicable period specified in
ss.  897(c)(1)(A)(ii)  of the Internal Revenue Code. The Company has not made an
election  under ss.  341(f) of the  Internal  Revenue  Code.  The Company is not
liable for the Taxes of another  person that is not a subsidiary  of the Company
under (A) Treas. Reg. ss. 1.1502-6 (or comparable  provisions of state, local or
foreign law), (B) as a transferee or successor,  (C) by contract or indemnity or
(D)  otherwise.  The  Company is not a party to any tax sharing  agreement.  The
Company has not made any  payments,  is obligated to make payments or is a party
to an agreement  that could  obligate it to make any payments  that would not be
deductible under ss. 280G of the Internal Revenue Code.

For purposes of this Section 4.16:

"IRS" means the United States Internal Revenue Service.

"Tax" or "Taxes" means federal,  state, county, local, foreign, or other income,
gross  receipts,  ad  valorem,  franchise,  profits,  sales  or  use,  transfer,
registration, excise, utility, environmental,  communications,  real or personal
property,   capital  stock,   license,   payroll,  wage  or  other  withholding,
employment, social security, severance, stamp, occupation, alternative or add-on
minimum,  estimated and other taxes of any kind whatsoever  (including,  without
limitation, deficiencies, penalties, additions to tax, and interest attributable
thereto)  whether  disputed or not. "Tax Return"  means any return,  information
report or filing with respect to Taxes, including any schedules attached thereto
and including any amendment thereof.

Property.  Neither  the  Company  nor  any of its  subsidiaries  owns  any  real
property. Each of the Company and its subsidiaries has good and marketable title
to all personal property owned by it, free and clear of all liens,  encumbrances
and defects except such as do not  materially  affect the value of such property

                                       13

<PAGE>

and do not  materially  interfere  with the use made and  proposed to be made of
such property by the Company;  and to the Company's knowledge any real property,
mineral or water rights, and buildings held under lease by the Company as tenant
are  held by it  under  valid,  subsisting  and  enforceable  leases  with  such
exceptions  as are not  material  and do not  interfere  with  the use  made and
intended to be made of such property,  mineral or water rights, and buildings by
the Company.

Intellectual  Property.  Each  of the  Company  and  its  subsidiaries  owns  or
possesses   adequate  and  enforceable   rights  to  use  all  patents,   patent
applications,  trademarks,  trademark applications,  trade names, service marks,
copyrights, copyright applications,  licenses, know-how (including trade secrets
and  other   unpatented   and/or   unpatentable   proprietary  or   confidential
information,  systems or procedures)  and other similar  rights and  proprietary
knowledge  (collectively,  "Intangibles")  necessary  for  the  conduct  of  its
business as now being conducted. To the Company's knowledge, except as disclosed
in the  SEC  Documents  neither  the  Company  nor  any of its  subsidiaries  is
infringing  upon or in conflict  with any right of any other person with respect
to any Intangibles.  Except as disclosed in the SEC Documents, no adverse claims
have been asserted by any person to the ownership or use of any  Intangibles and
the Company has no knowledge of any basis for such claim.

Regulatory  Compliance.  The Company has all necessary  permits and licenses and
has made all necessary filings to such regulatory bodies to conduct its business
as it is now being conducted, and is not in material violation of any thereof.

Internal  Controls and Procedures.  The Company  maintains books and records and
internal  accounting  controls which provide  reasonable  assurance that (i) all
transactions  to which the Company or any  subsidiary is a party or by which its
properties  are bound are executed  with  management's  authorization;  (ii) the
recorded  accounting  of the  Company's  consolidated  assets is  compared  with
existing assets at regular intervals; (iii) access to the Company's consolidated
assets is permitted only in accordance with management's authorization; and (iv)
all  transactions  to which the Company or any subsidiary is a party or by which
its properties are bound are recorded as necessary to permit  preparation of the
financial  statements of the Company in accordance with U.S.  generally accepted
accounting principles.

Payments and Contributions.  Neither the Company, any subsidiary, nor any of its
directors,  officers  or, to its  knowledge,  other  employees  has (i) used any
Company funds for any unlawful contribution, endorsement, gift, entertainment or
other unlawful expense relating to political  activity;  (ii) made any direct or
indirect unlawful payment of Company funds to any foreign or domestic government
official or employee;  (iii) violated or is in violation of any provision of the
Foreign  Corrupt  Practices  Act of 1977,  as  amended;  or (iv) made any bribe,
rebate,  payoff,  influence  payment,  kickback or other similar  payment to any
person with respect to Company matters.

No  Misrepresentation.   The  representations  and  warranties  of  the  Company
contained  in this  Agreement,  any  schedule,  annex or exhibit  hereto and any
agreement,  instrument or certificate  furnished by the Company to the Investors
pursuant to this  Agreement,  do not contain any untrue  statement of a material
fact or omit to state a material fact required to be stated therein or necessary
to make the statements  therein,  in light of the circumstances under which they
were made, not misleading.

                                       14

<PAGE>

Covenants of the Investors
Each  Investor,  severally  and not jointly,  covenants  with the Company  that:
Compliance with Law. The Investor's trading activities with respect to shares of
the Company's  Common Stock will be in compliance with all applicable  state and
federal  securities laws, rules and regulations and rules and regulations of the
Principal Market on which the Company's Common Stock is listed.


Covenants of the Company
Registration  Rights. The Company shall cause the Registration  Rights Agreement
to remain in full force and effect and the Company  shall comply in all material
respects with the terms thereof and shall use best efforts to timely prepare and
file the Registration Statement.

Reservation of Common Stock. As of the date hereof, the Company has reserved and
the Company shall continue to reserve and keep  available at all times,  free of
preemptive  rights,  shares of Common  Stock for the  purpose  of  enabling  the
Company  to issue the  Shares at the  reprice  Closing.  The number of shares so
reserved from time to time, as  theretofore  increased or reduced as hereinafter
provided,  may be reduced by the number of shares actually delivered pursuant to
any  reprice  by an  Investor  and the  number of shares  so  reserved  shall be
increased or decreased to reflect potential increases or decreases in the Common
Stock  that the  Company  may  thereafter  be  obligated  to issue by  reason of
adjustments to the Investor's rights to demand Repriced Shares.

Listing of Common  Stock.  The Company  hereby agrees to maintain the listing of
the Common Stock on a Principal  Market,  and as soon as reasonably  practicable
following  the Closing to list the Shares on the Principal  Market.  The Company
further  agrees,  if the Company  applies to have the Common Stock traded on any
other Principal Market, it will include in such application the Shares, and will
take such  other  action as is  necessary  or  desirable  in the  opinion of the
Investors  to cause the  Shares to be listed on such other  Principal  Market as
promptly as  possible.  The Company will take all action to continue the listing
and  trading of its  Common  Stock on a  Principal  Market  (including,  without
limitation,  maintaining  sufficient net tangible assets) and will comply in all
respects with the Company's  reporting,  filing and other  obligations under the
bylaws or rules of the Principal Market and shall provide  Investors with copies
of any  correspondence  to or from such  Principal  Market  which  questions  or
threatens  delisting of the Common  Stock,  within three (3) Trading Days of the
Company's  receipt  thereof,  until the Investors  have disposed of all of their
Registrable Securities.

Exchange Act  Registration.  The Company will cause its Common Stock to continue
to be  registered  under  Section 12(b) or (g) of the Exchange Act, will use its
best efforts to comply in all respects with its reporting and filing obligations
under  the  Exchange  Act,  and will not take any  action  or file any  document
(whether  or not  permitted  by the  Exchange  Act or the rules  thereunder)  to
terminate or suspend such  registration or to terminate or suspend its reporting
and filing  obligations  under said Act until the Investors have disposed of all
of their Registrable Securities.

Legends. The certificates evidencing the Registrable Securities shall be free of
legends, except as set forth in Article IX.

Corporate  Existence;  Conflicting  Agreements.  The Company will take all steps
necessary to preserve and continue the corporate  existence of the Company.  The
Company shall not enter into any agreement,  the terms of which  agreement would
restrict  or impair the right or ability  of the  Company to perform  any of its
obligations  under this  Agreement  or any of the other  agreements  attached as
exhibits hereto.

                                       15

<PAGE>

Consolidation; Merger. The Company shall not, at any time after the date hereof,
effect any merger or consolidation of the Company with or into, or a transfer of
all or  substantially  all of the assets of the  Company to,  another  entity (a
"Consolidation  Event") unless the resulting  successor or acquiring  entity (if
not the  Company)  assumes  by written  instrument  or by  operation  of law the
obligation to deliver to the Investors such shares of stock and/or securities as
the Investors are entitled to receive pursuant to this Agreement.

Issuance of Common  Stock.  The sale of the Shares  shall be made in  accordance
with the provisions and  requirements  of Section 4(2), 4(6) or Regulation D and
any applicable  state  securities  law. The Company shall make any necessary SEC
and "blue sky" filings required to be made by the Company in connection with the
sale of the Securities to the Investors as required by all applicable  laws, and
shall provide a copy thereof to the Investors promptly after such filing.

Future Financing. The Company agrees that it will enter into an equity financing
arrangement for up to Six Million Dollars  ($6,000,000)  arranged through Triton
West Group or other equity financing  agreement approved by all of the Investors
within thirty (30) days of the Closing Date. The Company agrees that it will not
enter  into any  other  sale of its  securities  for cash at a  discount  to its
then-current  bid  price  until  180  days  after  the  Effective  Date  of  the
Registration  Statement  except  for any sales  (i)  pursuant  to any  presently
existing  employee  benefit plan which plan has been  approved by the  Company's
stockholders, (ii) pursuant to any compensatory plan for a full-time employee or
key consultant,  (iii) pursuant to any underwritten  public offering  (including
any equity  line of  credit),  or (iv) with the prior  approval of a majority in
interest  of  the  Investors,  which  will  not  be  unreasonably  withheld,  in
connection  with a strategic  partnership  or other  business  transaction,  the
principal purpose of which is not simply to raise money.


Survival; Indemnification
Survival.  The  representations,  warranties  and covenants  made by each of the
Company and each Investor in this Agreement, the annexes, schedules and exhibits
hereto  and in each  instrument,  agreement  and  certificate  entered  into and
delivered by them pursuant to this Agreement,  shall survive the Closing and the
consummation of the transactions  contemplated  hereby. In the event of a breach
or violation of any of such representations,  warranties or covenants, the party
to whom such representations,  warranties or covenants have been made shall have
all rights and remedies  for such breach or violation  available to it under the
provisions of this Agreement,  irrespective of any  investigation  made by or on
behalf of such party on or prior to the Closing Date.

Indemnity.  (a) The Company  hereby  agrees to indemnify  and hold  harmless the
Investors, their respective Affiliates and their respective officers, directors,
partners  and  members  (collectively,  the  "Investor  Indemnitees"),  from and
against any and all Damages,  and agrees to reimburse  the Investor  Indemnitees
for all reasonable  out-of-pocket  expenses  (including the reasonable  fees and
expenses of legal  counsel),  in each case  promptly as incurred by the Investor
Indemnitees and to the extent arising out of or in connection with:

(i) any  misrepresentation,  omission of fact or breach of any of the  Company's
representations  or  warranties  contained  in  this  Agreement,   the  annexes,
schedules or exhibits hereto or any instrument, agreement or certificate entered
into or delivered by the Company pursuant to this Agreement; or
(ii) any  failure by the Company to perform in any  material  respect any of its
covenants, agreements,  undertakings or obligations set forth in this Agreement,
the  annexes,  schedules  or exhibits  hereto or any  instrument,  agreement  or
certificate entered into or delivered by the Company pursuant to this Agreement;
or
(iii) any  action  instituted  against  the  Investors,  or any of them,  by any
stockholder of the Company who is not an Affiliate of an Investor,  with respect
to any of the transactions contemplated by this Agreement.

Each  Investor,  severally and not jointly,  hereby agrees to indemnify and hold
harmless the Company, its Affiliates and their respective  officers,  directors,
partners and members (collectively, the "Company Indemnitees"), from and against
any and all  Damages,  and  agrees to  reimburse  the  Company  Indemnitees  for
reasonable  all  out-of-pocket  expenses  (including  the  reasonable  fees  and
expenses  of legal  counsel),  in each case  promptly as incurred by the Company
Indemnitees  and  to  the  extent  arising  out  of or in  connection  with  any
misrepresentation,  omission  of  fact,  or  breach  of any  of  the  Investor's
representations  or  warranties  contained  in  this  Agreement,   the  annexes,
schedules or exhibits hereto or any instrument, agreement or certificate entered
into or delivered by the Investor  pursuant to this  Agreement.  Notwithstanding
anything to the contrary  herein,  the  Investor  shall not be liable under this
Section  7.2(b) for any amount in excess of the net proceeds to such Investor as
a result of the sale of  Registrable  Securities  pursuant  to the  Registration
Statement.

Notice.  Promptly after receipt by either party hereto  seeking  indemnification
pursuant  to Section  7.2 (an  "Indemnified  Party")  of  written  notice of any
investigation,   claim,   proceeding   or  other  action  in  respect  of  which
indemnification  is being  sought  (each,  a  "Claim"),  the  Indemnified  Party
promptly  shall notify the party from whom  indemnification  pursuant to Section
7.2 is being sought (the "Indemnifying  Party") of the commencement thereof; but
the omission to so notify the  Indemnifying  Party shall not relieve it from any
liability  that it otherwise may have to the  Indemnified  Party,  except to the
extent that the  Indemnifying  Party is actually  prejudiced by such omission or
delay. In connection with any Claim as to which both the Indemnifying  Party and
the Indemnified Party are parties,  the Indemnifying  Party shall be entitled to
assume the defense thereof. Notwithstanding the assumption of the defense of any
Claim by the Indemnifying  Party, the Indemnified  Party shall have the right to
employ  separate  legal counsel and to participate in the defense of such Claim,
and the Indemnifying Party shall bear the reasonable fees,  out-of-pocket  costs
and expenses of such  separate  legal counsel to the  Indemnified  Party if (and
only if):  (x) the  Indemnifying  Party  shall  have  agreed  to pay such  fees,
out-of-pocket  costs and expenses,  (y) the Indemnified  Party  reasonably shall
have concluded that representation of the Indemnified Party and the Indemnifying
Party by the same legal  counsel would not be  appropriate  due to actual or, as
reasonably  determined by legal counsel to the  Indemnified  Party,  potentially
differing  interests  between such parties in the conduct of the defense of such
Claim, or if there may be legal defenses available to the Indemnified Party that
are in addition to or disparate from those available to the Indemnifying  Party,
or (z) the  Indemnifying  Party  shall  have  failed  to  employ  legal  counsel
reasonably  satisfactory to the Indemnified  Party within a reasonable period of
time after notice of the  commencement of such Claim.  If the Indemnified  Party
employs  separate  legal  counsel in  circumstances  other than as  described in
clauses  (x),  (y) or (z)  above,  the fees,  costs and  expenses  of such legal
counsel shall be borne exclusively by the Indemnified Party.  Except as provided
above,  the  Indemnifying  Party shall not, in connection  with any Claim in the
same jurisdiction,  be liable for the fees and expenses of more than one firm of
legal  counsel  for the  Indemnified  Party  (together  with  appropriate  local
counsel). The Indemnifying Party shall not, without the prior written consent of

                                       17

<PAGE>

the Indemnified Party (which consent shall not unreasonably be withheld), settle
or  compromise  any Claim or consent to the entry of any judgment  that does not
include an unconditional  release of the Indemnified  Party from all liabilities
with respect to such Claim or judgment.

All fees and expenses of the Indemnified  Party  (including  reasonable costs of
defense and investigation in a manner not inconsistent with this Section and all
reasonable attorneys' fees and expenses) shall be paid to the Indemnified Party,
as  incurred,  within ten (10)  Trading  Days of written  notice  thereof to the
Indemnifying  Party  (regardless of whether it is ultimately  determined that an
Indemnified Party is not entitled to indemnification  hereunder;  provided, that
the  Indemnifying  Party may require  such  Indemnified  Party to  undertake  to
reimburse  all such fees and  expenses  to the extent it is  finally  judicially
determined  that  such  Indemnified  Party is not  entitled  to  indemnification
hereunder).

Direct  Claims.  In the  event  one  party  hereunder  should  have a claim  for
indemnification  that does not  involve a claim or demand  being  asserted  by a
third party,  the Indemnified  Party promptly shall deliver notice of such claim
to the  Indemnifying  Party. If the Indemnified  Party disputes the claim,  such
dispute shall be resolved by mutual  agreement of the Indemnified  Party and the
Indemnifying  Party or by binding  arbitration  conducted in accordance with the
procedures  and rules of the American  Arbitration  Association  as set forth in
Article X. Judgment upon any award rendered by any arbitrators may be entered in
any court having competent jurisdiction thereof.

Due Diligence Review; Non-Disclosure of Non-Public Information.
Due Diligence  Review.  Subject to Section 8.2, the Company shall make available
for inspection and review by the Investors,  advisors to and  representatives of
the Investors  (who may or may not be affiliated  with the Investors and who are
reasonably  acceptable to the Company),  any  underwriter  participating  in any
disposition of the Registrable Securities on behalf of the Investors pursuant to
the  Registration  Statement,  any such  registration  statement or amendment or
supplement  thereto or any blue sky,  Nasdaq or other filing,  all SEC Documents
and other  filings  with the SEC,  and all other  publicly  available  corporate
documents and  properties of the Company as may be reasonably  necessary for the
purpose  of such  review,  and  cause  the  Company's  officers,  directors  and
employees to supply all such publicly available information reasonably requested
by  the  Investors  or  any  such  representative,  advisor  or  underwriter  in
connection with such Registration Statement (including,  without limitation,  in
response to all questions and other  inquiries  reasonably  made or submitted by
any of them),  prior to and from time to time after the filing and effectiveness
of the Registration Statement for the sole purpose of enabling the Investors and
such representatives, advisors and underwriters and their respective accountants
and attorneys to conduct  initial and ongoing due diligence  with respect to the
Company and the accuracy of the Registration Statement.

Non-Disclosure  of  Non-Public  Information.  The  Company  shall  not  disclose
material non-public information to the Investors, advisors to or representatives
of the  Investors  unless prior to disclosure  of such  information  the Company
identifies  such  information as being  non-public  information and provides the
Investors,  such advisors and representatives  with the opportunity to accept or
refuse to accept such non-public  information for review.  Other than disclosure
of any  comment  letters  received  from  the  SEC  staff  with  respect  to the
Registration  Statement,  the  Company  may, as a condition  to  disclosing  any
non-public   information   hereunder,   require  the  Investors'   advisors  and
representatives  to enter into a  confidentiality  agreement in form and content
reasonably satisfactory to the Company and the Investors.

Nothing  herein  shall  require  the  Company to  disclose  material  non-public
information  to the  Investors  or their  advisors or  representatives,  and the
Company represents that it does not disseminate material non-public  information
to any  investors  who purchase  stock in the Company in a public  offering,  to
money   managers   or  to   securities   analysts,   provided,   however,   that
notwithstanding   anything  herein  to  the  contrary,   the  Company  will,  as
hereinabove  provided,  promptly notify the advisors and  representatives of the
Investors  and,  if any,  underwriters,  of any  event or the  existence  of any
circumstance   (without  any  obligation  to  disclose  the  specific  event  or
circumstance)  of which  it  becomes  aware,  constituting  material  non-public
information  (whether or not requested of the Company  specifically or generally

                                       19

during the course of due diligence by such persons or entities),  which,  if not
disclosed in the prospectus  included in the Registration  Statement would cause
such  prospectus to include a material  misstatement  or to omit a material fact
required to be stated therein in order to make the statements,  therein in light
of the circumstances in which they were made, not misleading.  Nothing contained
in this  Section 8.2 shall be  construed  to mean that such  persons or entities
other than the Investors  (without the written consent of the Investors prior to
disclosure of such  information  as set forth in Section  8.2(a)) may not obtain
non-public  information  in the course of conducting due diligence in accordance
with the terms of this  Agreement  and  nothing  herein  shall  prevent any such
persons or entities  from  notifying  the Company of their opinion that based on
such due diligence by such persons or entities,  that the Registration Statement
contains  an  untrue  statement  of a  material  fact or omits a  material  fact
required to be stated in the  Registration  Statement  or  necessary to make the
statements  contained therein,  in light of the circumstances in which they were
made, not misleading.


Legends; Transfer Agent Instructions
Legends.   Unless  otherwise  provided  below,  each  certificate   representing
Registrable  Securities  will  bear the  following  legend  or  equivalent  (the
"Legend"):

THE SECURITIES  EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
U.S.  SECURITIES ACT OF 1933, AS AMENDED (THE  "SECURITIES  ACT"),  OR ANY OTHER
APPLICABLE  SECURITIES  LAWS AND HAVE BEEN ISSUED IN RELIANCE  UPON AN EXEMPTION
FROM  THE  REGISTRATION  REQUIREMENTS  OF THE  SECURITIES  ACT  AND  SUCH  OTHER
SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION  HEREIN
MAY BE SOLD, ASSIGNED,  TRANSFERRED,  PLEDGED, ENCUMBERED, OR OTHERWISE DISPOSED
OF, EXCEPT PURSUANT TO AN EFFECTIVE  REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OR PURSUANT TO A TRANSACTION THAT IS EXEMPT FROM SUCH REGISTRATION.

Transfer Agent Instructions. Upon the execution and delivery hereof, the Company
is issuing to the transfer  agent for its Common Stock (and to any substitute or
replacement  transfer agent for its Common Stock upon the Company's  appointment
of any such substitute or replacement transfer agent) instructions substantially
in the form of Exhibit D hereto.  Such instructions  shall be irrevocable by the
Company from and after the date hereof or from and after the issuance thereof to
any such substitute or replacement transfer agent, as the case may be.

No Other  Legend or Stock  Transfer  Restrictions.  No legend other than the one
specified  in Section 9.1 has been or shall be placed on the share  certificates
representing  the  Registrable  Securities and no instructions or "stop transfer
orders," "stock transfer restrictions," or other restrictions have been or shall
be given to the  Company's  transfer  agent with respect  thereto  other than as
expressly set forth in this Article IX.

Investors'  Compliance.  Nothing in this  Article  shall  affect in any way each
Investor's obligations to comply with all applicable securities laws upon resale
of the Common Stock.

                                       20

<PAGE>

Choice of Law; Arbitration
Governing Law/Arbitration.  This Agreement shall be governed by and construed in
accordance  with the laws of the State of New York  applicable to contracts made
in New York by  persons  domiciled  in New York City and  without  regard to its
principles  of  conflicts of laws.  Any dispute  under this  Agreement  shall be
submitted to arbitration under the American Arbitration  Association (the "AAA")
in New York City, New York, and shall be finally and conclusively  determined by
the  decision  of a  board  of  arbitration  consisting  of  three  (3)  members
(hereinafter  referred to as the "Board of Arbitration")  selected  according to
the rules governing the AAA. The Board of Arbitration  shall meet on consecutive
business days in New York City,  New York, and shall reach and render a decision
in  writing  (concurred  in by a  majority  of  the  members  of  the  Board  of
Arbitration)  with  respect to the  amount,  if any,  which the losing  party is
required to pay to the other party in respect of a claim  filed.  In  connection
with  rendering its decisions,  the Board of Arbitration  shall adopt and follow
the laws of the State of New York unless the matter at issue is the  corporation
law of the company's state of incorporation,  in which event the corporation law
of such jurisdiction shall govern such issue. To the extent practical, decisions
of the Board of Arbitration  shall be rendered no more than thirty (30) calendar
days following  commencement of proceedings with respect  thereto.  The Board of
Arbitration  shall cause its written  decision  to be  delivered  to all parties
involved in the dispute.  Any decision made by the Board of Arbitration  (either
prior to or after the  expiration of such thirty (30) calendar day period) shall
be final,  binding and conclusive on the parties to the dispute, and entitled to
be enforced to the fullest  extent  permitted by law and entered in any court of
competent  jurisdiction.  The Board of  Arbitration  shall be authorized  and is
hereby  directed  to enter a  default  judgment  against  any party  failing  to
participate in any proceeding hereunder within the time periods set forth in the
AAA rules. The prevailing party shall be awarded its costs, including attorneys'
fees, from the non-prevailing  party as part of the arbitration award. Any party
shall  have the right to seek  injunctive  relief  from any  court of  competent
jurisdiction in any case where such relief is available. The prevailing party in
such injunctive  action shall be awarded its costs,  including  attorney's fees,
from the non-prevailing party.



Assignment
Assignment.  Neither  this  Agreement  nor any  rights of the  Investors  or the
Company  hereunder  may  be  assigned  by  either  party  to any  other  person.
Notwithstanding the foregoing,  (a) the provisions of this Agreement shall inure
to the benefit of, and be enforceable by, any permitted transferee of any of the
Shares  purchased  or acquired by any  Investor  hereunder  with  respect to the
Shares  held by such  person,  and (b) upon the  prior  written  consent  of the
Company,  which  consent  shall not  unreasonably  be withheld or delayed,  each
Investor's  interest in this  Agreement may be assigned at any time, in whole or
in part, to any other person or entity (including any Affiliate of the Investor)
who agrees to make the representations  and warranties  contained in Article III
and who agrees to be bound by the terms of this Agreement.


Notices
Notices.  All  notices,  demands,  requests,  consents,   approvals,  and  other
communications  required or permitted  hereunder shall be in writing and, unless
otherwise specified herein,  shall be (i) hand delivered,  (ii) deposited in the
mail, registered or certified, return receipt requested,  postage prepaid, (iii)
delivered  by  reputable  air courier  service  with  charges  prepaid,  or (iv)

                                       21

<PAGE>

transmitted by facsimile,  addressed as set forth below or to such other address
as such party shall have specified most recently by written  notice.  Any notice
or other  communication  required or  permitted to be given  hereunder  shall be
deemed effective (a) upon hand delivery or delivery by facsimile,  with accurate
confirmation  generated by the transmitting facsimile machine, at the address or
number  designated  below (if delivered on a business day during normal business
hours where such notice is to be received),  or the first business day following
such delivery (if delivered  other than on a business day during normal business
hours  where such notice is to be  received)  or (b) on the first  business  day
following  the date of sending by  reputable  courier  service,  fully  prepaid,
addressed  to such  address,  or (c) upon  actual  receipt of such  mailing,  if
mailed. The addresses for such communications shall be:

If to the Company:       8522 National Blvd., Suite #110
                         Culver City, CA 9023
                         Attn: Rainer Poertner
                         Telephone: (310) 815-8002
                         Facsimile:

with a copy to (shall not constitute notice):
                         Weed & Co. L.P.
                         4695 MacArthur Court, Suite 530
                         Newport Beach, CA  92660
                         Attention: Richard O. Weed, Esq.
                         Telephone:     (949) 475-9086
                         Facsimile:     (949) 475-9087

if to the Investors:     As set forth on the signature pages hereto

with a copy to (shall not constitute notice):
                         Robert F. Charron, Esq.
                         Epstein Becker & Green, P.C.
                         250 Park Avenue
                         New York, New York
                         Telephone:     (212) 351-4500
                         Facsimile:     (212) 661-0989

Either party hereto may from time to time change its address or facsimile number
for notices  under this  Section 12.1 by giving  written  notice of such changed
address  or  facsimile  number to the other  party  hereto as  provided  in this
Section 12.1.

Miscellaneous
Counterparts/ Facsimile/ Amendments.  This Agreement may be executed in multiple
counterparts,  each of which may be executed by less than all of the parties and
shall be deemed to be an original  instrument which shall be enforceable against
the parties actually executing such counterparts and all of which together shall
constitute one and the same instrument.  Except as otherwise  stated herein,  in
lieu of the original documents, a facsimile transmission or copy of the original
documents shall be as effective and enforceable as the original.  This Agreement
may be amended only by a writing executed by all parties.

                                       22

<PAGE>

Entire Agreement.  This Agreement,  the agreements  attached as Exhibits hereto,
which include the Escrow Agreement,  and the Registration Rights Agreement,  set
forth the entire  agreement  and  understanding  of the parties  relating to the
subject matter hereof and supersedes all prior and  contemporaneous  agreements,
negotiations  and  understandings  between  the  parties,  both oral and written
relating to the subject matter hereof.  The terms and conditions of all Exhibits
to this Agreement are incorporated herein by this reference and shall constitute
part of this Agreement as is fully set forth herein.

Severability.  In the event that any provision of this  Agreement  becomes or is
declared by a court of competent  jurisdiction to be illegal,  unenforceable  or
void,  this  Agreement  shall  continue  in full force and effect  without  said
provision; provided that such severability shall be ineffective if it materially
changes the economic benefit of this Agreement to any party.

Headings.  The headings used in this Agreement are used for convenience only and
are not to be considered in construing or interpreting this Agreement.

Number and Gender. There may be one or more Investors parties to this Agreement,
which  Investors may be natural  persons or entities.  All  references to plural
Investors  shall  apply  equally  to a  single  Investor  if  there  is only one
Investor,  and all  references  to an Investor as "it" shall apply  equally to a
natural person.

Replacement   of   Certificates.   Upon  (i)  receipt  of  evidence   reasonably
satisfactory to the Company of the loss,  theft,  destruction or mutilation of a
certificate representing the Shares and (ii) in the case of any such loss, theft
or destruction of such certificate,  upon delivery of an indemnity  agreement or
security reasonably satisfactory in form to the Company (which shall not include
the  positing  of any  bond) or (iii)  in the  case of any such  mutilation,  on
surrender and cancellation of such certificate,  the Company at its expense will
execute and deliver, in lieu thereof, a new certificate of like tenor.

Fees and Expenses.  Each of the Company and the Investors  agrees to pay its own
expenses incident to the performance of its obligations  hereunder,  except that
the Company shall pay the fees,  expenses and  disbursements of Epstein Becker &
Green, P.C.,  counsel to the Investors,  in an amount equal to $5,000 all as set
forth in the Escrow Agreement.

Brokerage.  Each of the parties hereto represents that it has had no dealings in
connection  with this  transaction  with any  finder or broker  who will  demand
payment of any fee or  commission  from the other party.  The Company on the one
hand, and the Investors, on the other hand, agree to indemnify the other against
and hold the other harmless from any and all  liabilities to any person claiming
brokerage  commissions or finder's fees on account of services purported to have
been  rendered  on  behalf of the  indemnifying  party in  connection  with this
Agreement or the transactions contemplated hereby.

Publicity.  The Company agrees that it will not issue any press release or other
public  announcement of the transactions  contemplated by this Agreement without
the prior consent of the Investors, which shall not be unreasonably withheld nor
delayed by more than two (2) Trading  Days from their  receipt of such  proposed
release. No release shall name the Investors without their express consent.

                                       23

<PAGE>

     IN WITNESS WHEREOF,  the parties hereto have caused this Purchase Agreement
to be executed by the  undersigned,  thereunto duly  authorized,  as of the date
first set forth above.

Dated:    April 25, 2000
          MEDIAX CORPORATION
By:       __________________________________
          Rainer Poertner, Chairman

          AMRO INTERNATIONAL, S.A.
          c/o Ultra Finanz AG
          Grossmuensterplatz 6
          Zurich CH-8022 Switzerland
          Fax: 011-411-262-5515         By:  __________________________________
          Amount subscribed for:             H.U. Bachofen, Director
          $500,000

                                       24

<PAGE>

EXHIBIT A

ESCROW AGREEMENT

THIS ESCROW  AGREEMENT  (this  "Agreement")  is made as of April 25, 2000 by and
among MediaX Corporation, a corporation incorporated under the laws of the State
of Nevada (the  "Company"),  the investors  signatory hereto (each an "Investor"
and together the  "Investors"),  and Epstein Becker & Green,  P.C., (the "Escrow
Agent").  Capitalized  terms used but not defined herein shall have the meanings
set  forth in the  Common  Stock  Purchase  Agreement  referred  to in the first
recital.

W I T N E S S E T H:

WHEREAS, the Investors will be purchasing from the Company Five Hundred Thousand
Dollars  ($500,000)  of Common Stock (the  "Shares")  at the Purchase  Price set
forth in the Common Stock Purchase  Agreement (the "Purchase  Agreement")  dated
the date hereof  between the Investors and the Company,  which will be issued as
per the terms contained herein and in the Purchase Agreement; and

WHEREAS,  it is intended that the purchase of the  securities be  consummated in
accordance with the  requirements  set forth by Sections 4(2) and/or 4(6) and/or
Regulation D promulgated under the Securities Act of 1933, as amended; and

WHEREAS, the Company and the Investors have requested that the Escrow Agent hold
the  Purchase  Price with  respect to the  initial  Closing in escrow  until the
Escrow Agent has received the certificates representing the Initial Shares;

NOW, THEREFORE,  in consideration of the covenants and mutual promises contained
herein  and  other  good and  valuable  consideration,  the  receipt  and  legal
sufficiency of which are hereby  acknowledged  and intending to be legally bound
hereby, the parties agree as follows:

                                       25

<PAGE>

TERMS OF THE ESCROW
The parties  hereby agree to  establish an escrow  account with the Escrow Agent
whereby the Escrow  Agent (i) shall hold the funds for the  purchase of $500,000
of Common Stock,  all as  contemplated  by the Purchase  Agreement.  (ii) At the
initial  Closing,  upon Escrow Agent's receipt of the applicable  Purchase Price
for the Closing into its attorney  trustee account from the Investors,  together
with executed  counterparts  of this Agreement,  the Purchase  Agreement and the
Registration Rights Agreement,  it shall  telephonically  advise the Company, or
the  Company's  designated  attorney  or  agent,  of the  amount of funds it has
received into its account.

Wire transfers to the Escrow Agent shall be made as follows:

Epstein Becker & Green, P.C.
Master Escrow Account
Chase Manhattan Bank
1411 Broadway - Fifth Floor
New York, New York 10018
ABA No.  021000021
Account No. 035-1-346036
Attention: L. Borneo

At the initial Closing, the Company,  upon receipt of said notice, shall deliver
to the Escrow  Agent the  certificates  representing  the  Initial  Shares to be
issued to each Investor together with: the original executed Registration Rights
Agreement in the form of Exhibit B to the Purchase Agreement;

Instructions  to  Transfer  Agent  in the  form  of  Exhibit  D to the  Purchase
Agreement;  the  original  executed  opinion of Weed & Co.  L.P.  in the form of
Exhibit C to the Purchase Agreement;  and an original counterpart of this Escrow
Agreement.

In the event that the foregoing  items are not in the Escrow Agent's  possession
within three (3) Trading Days of the Escrow Agent notifying the Company that the
Escrow Agent has custody of the Purchase  Price,  then each Investor  shall have
the right to demand the return of said sum.

At the initial Closing,  once Escrow Agent confirms the validity of the issuance
of the Shares by means of its receipt of a Release  Notice in the form  attached
hereto as Exhibit X executed  by the Company  and each  Investor,  it shall wire
that  amount  of  funds  necessary  to  purchase  the  Shares  per  the  written
instructions of the Company net of legal and escrow administrative costs of Five
Thousand Dollars  ($5,000) to Epstein Becker & Green,  P.C.  ("EB&G"),  250 Park
Avenue,  New York,  NY 10177,  and a finder's  fee of five  percent  (5%) of the
Purchase Price as directed by Triton West Group.

Once  the  funds  (as  set  forth  above)  have  been  sent  per  the  Company's
instructions,  the Escrow  Agent shall then  arrange to have the  Initial  Share
certificates,  the  Registration  Rights  Agreement  and the  opinion of counsel
delivered as per instructions from the Investors and to deliver the Instructions
to Transfer Agent to the Transfer Agent.

In the event that the foregoing  items are not in the Escrow Agent's  possession
within three (3) Trading Days of the Escrow Agent notifying the Company that the
Escrow Agent has custody of the Purchase Price  applicable to such Shares,  then
each Investor shall have the right to demand the return of said sum.

                                       26

<PAGE>

MISCELLANEOUS
No waiver or any breach of any covenant or provision  herein  contained shall be
deemed a waiver of any preceding or succeeding  breach thereof,  or of any other
covenant or provision herein contained.  No extension of time for performance of
any obligation or act shall be deemed any extension of the time for  performance
of any other obligation or act.

All notices or other communications  required or permitted hereunder shall be in
writing, and shall be sent as set forth in the Purchase Agreement.

This Escrow  Agreement  shall be binding  upon and shall inure to the benefit of
the permitted  successors  and  permitted  assigns of the parties  hereto.  This
Escrow  Agreement is the final  expression of, and contains the entire agreement
between,  the parties with respect to the subject  matter hereof and  supersedes
all prior understandings with respect thereto.  This Escrow Agreement may not be
modified, changed, supplemented or terminated, nor may any obligations hereunder
be waived,  except by written  instrument signed by the parties to be charged or
by its agent duly  authorized  in writing or as  otherwise  expressly  permitted
herein.

Whenever  required by the context of this Escrow  Agreement,  the singular shall
include  the plural and  masculine  shall  include  the  feminine.  This  Escrow
Agreement  shall  not be  construed  as if it had  been  prepared  by one of the
parties,  but rather as if both parties had prepared the same.  Unless otherwise
indicated, all references to Articles are to this Escrow Agreement.

The parties hereto  expressly agree that this Escrow Agreement shall be governed
by,  interpreted under and construed and enforced in accordance with the laws of
the State of New York. Any action to enforce, arising out of, or relating in any
way to, any provisions of this Escrow Agreement shall only be brought in a state
or Federal court sitting in New York City.

The Escrow Agent's duties hereunder may be altered, amended, modified or revoked
only by a writing signed by the Company, each Investor and the Escrow Agent.

The Escrow Agent shall be obligated  only for the  performance of such duties as
are specifically set forth herein and may rely and shall be protected in relying
or refraining  from acting on any instrument  reasonably  believed by the Escrow
Agent to be genuine and to have been signed or  presented by the proper party or
parties.  The Escrow Agent shall not be personally liable for any act the Escrow
Agent may do or omit to do  hereunder  as the Escrow  Agent while acting in good
faith, and any act done or omitted by the Escrow Agent pursuant to the advice of
the Escrow Agent's  attorneys-at-law  shall be conclusive  evidence of such good
faith.

The  Escrow  Agent is  hereby  expressly  authorized  to  disregard  any and all
warnings  given  by  any  of the  parties  hereto  or by  any  other  person  or
corporation,  excepting  only  orders or  process of courts of law and is hereby
expressly authorized to comply with and obey orders, judgments or decrees of any
court. In case the Escrow Agent obeys or complies with any such order,  judgment
or decree,  the Escrow Agent shall not be liable to any of the parties hereto or
to any  other  person,  firm or  corporation  by  reason  of such  decree  being
subsequently reversed,  modified,  annulled, set aside, vacated or found to have
been entered without jurisdiction.

The Escrow Agent shall not be liable in any respect on account of the  identity,
authorization or rights of the parties  executing or delivering or purporting to
execute or deliver the Purchase  Agreement or any documents or papers  deposited
or called for thereunder.

                                       27

<PAGE>

The Escrow  Agent  shall be  entitled  to employ  such legal  counsel  and other
experts as the Escrow  Agent may deem  necessary  properly  to advise the Escrow
Agent in connection with the Escrow Agent's duties hereunder,  may rely upon the
advice  of such  counsel,  and  may pay  such  counsel  reasonable  compensation
therefor. The Escrow Agent has acted as legal counsel for the Investors, and may
continue  to act as  legal  counsel  for  the  Investors,  from  time  to  time,
notwithstanding  its duties as the Escrow Agent hereunder.  The Company consents
to the Escrow  Agent in such  capacity as legal  counsel for the  Investors  and
waives any claim that such  representation  represents a conflict of interest on
the part of the Escrow Agent. The Company understands that the Investors and the
Escrow Agent are relying explicitly on the foregoing  provision in entering into
this Escrow Agreement.

The Escrow Agent's responsibilities as escrow agent hereunder shall terminate if
the  Escrow  Agent  shall  resign  by  written  notice  to the  Company  and the
Investors.  In the event of any such resignation,  the Investors and the Company
shall appoint a successor Escrow Agent. If the Escrow Agent reasonably  requires
other or  further  instruments  in  connection  with this  Escrow  Agreement  or
obligations  in respect  hereto,  the  necessary  parties  hereto  shall join in
furnishing such instruments.

It is  understood  and agreed that should any dispute  arise with respect to the
delivery and/or  ownership or right of possession of the documents or the escrow
funds held by the Escrow Agent  hereunder,  the Escrow Agent is  authorized  and
directed  in the  Escrow  Agent's  sole  discretion  (1) to retain in the Escrow
Agent's possession without liability to anyone all or any part of said documents
or the escrow funds until such disputes shall have been settled either by mutual
written agreement of the parties concerned by a final order,  decree or judgment
or a court of competent  jurisdiction  after the time for appeal has expired and
no  appeal  has been  perfected,  but the  Escrow  Agent  shall be under no duty
whatsoever  to  institute or defend any such  proceedings  or (2) to deliver the
escrow  funds and any other  property  and  documents  held by the Escrow  Agent
hereunder  to  a  state  or  Federal  court  having  competent   subject  matter
jurisdiction  and  located  in the  City of New  York  in  accordance  with  the
applicable procedure therefor.

The Company and each Investor  agree jointly and severally to indemnify and hold
harmless   the   Escrow   Agent  and  its   partners,   employees,   agents  and
representatives from any and all claims,  liabilities,  costs or expenses in any
way arising  from or relating to the duties or  performance  of the Escrow Agent
hereunder or the transactions  contemplated  hereby or by the Purchase Agreement
other  than any such  claim,  liability,  cost or expense to the extent the same
shall  have  been  determined  by  final,  unappealable  judgment  of a court of
competent  jurisdiction  to have resulted  from the gross  negligence or willful
misconduct of the Escrow Agent.

IN WITNESS  WHEREOF,  the parties  hereto have executed this Agreement as of the
date set forth above.

Dated:    April  25,  2000
MediaX   Corporation
By:  _____________________________
     Rainer Poertner,  Chairman

INVESTOR
AMRO International, S.A.

By:  _____________________________
      H.U. Bachofen, Director

ESCROW AGENT:
EPSTEIN BECKER & GREEN, P.C.
By:  _____________________________
      Robert F. Charron
      Authorized Signatory

                                       28

<PAGE>

Exhibit X to
Escrow Agreement

RELEASE NOTICE

The UNDERSIGNED,  pursuant to the Escrow  Agreement,  dated as of April 25, 2000
among MediaX  Corporation,  the Investors signatory thereto and Epstein Becker &
Green,  P.C., as Escrow Agent (the "Escrow  Agreement";  capitalized  terms used
herein and not  defined  shall have the  meaning  ascribed  to such terms in the
Escrow  Agreement),  hereby notify the Escrow Agent that each of the  conditions
precedent  to the  purchase and sale of the Shares set forth in the Common Stock
Purchase Agreement have been satisfied. The Company and the undersigned Investor
hereby  confirm  that all of their  respective  representations  and  warranties
contained in the Purchase  Agreement  remain true and correct and  authorize the
release by the Escrow  Agent of the funds and  documents  to be  released at the
Closing as described in the Escrow  Agreement.  This Release Notice shall not be
effective  until  executed by the Company and the Investor.  This Release Notice
may be  signed  in one or more  counterparts,  each of which  shall be deemed an
original.

IN WITNESS  WHEREOF,  the undersigned have caused this Release Notice to be duly
executed and delivered as of this 25th day of April, 2000.

MEDIAX CORPORATION
By:  _____________________________
     Rainer Poertner, President

INVESTOR:
AMRO International, S.A.
By:  _____________________________
     H.U. Bachofen, Director

                                       29

<PAGE>

EXHIBIT B

REGISTRATION RIGHTS AGREEMENT

                  THIS REGISTRATION RIGHTS AGREEMENT, dated as of April 25, 2000
between the  investor or investors  signatory  hereto  (each an  "Investor"  and
together the "Investors"),  and MediaX  Corporation,  a Nevada  corporation (the
"Company").

WHEREAS,  simultaneously with the execution and delivery of this Agreement,  the
Investors are  committing to purchasing  from the Company,  pursuant to a Common
Stock Purchase Agreement dated the date hereof (the "Purchase Agreement"),  Five
Hundred  Thousand  Dollars  ($500,000) of Common Stock (terms not defined herein
shall have the meanings ascribed to them in the Purchase Agreement); and

WHEREAS,  the Company desires to grant to the Investors the registration  rights
set forth herein with respect to the Shares  purchased  pursuant to the Purchase
Agreement  (hereinafter  referred  to as  the  "Stock"  or  "Securities"  of the
Company).

NOW, THEREFORE, the parties hereto mutually agree as follows:

                  Section 1.  Registrable  Securities.  As used  herein the term
"Registrable Security" means the Securities until (i) the Registration Statement
has been declared  effective by the  Commission,  and all  Securities  have been
disposed of pursuant to the  Registration  Statement,  (ii) all Securities  have
been sold under  circumstances  under which all of the applicable  conditions of
Rule 144 (or any  similar  provision  then in force)  under the  Securities  Act
("Rule 144") are met,  (iii) all Securities  have been otherwise  transferred to
holders who may trade such Securities  without  restriction under the Securities
Act,  and the  Company  has  delivered a new  certificate  or other  evidence of
ownership for such Securities not bearing a restrictive legend or (iv) such time
as, in the opinion of counsel to the Company, all Securities may be sold without
any time, volume or manner  limitations  pursuant to Rule 144(k) (or any similar
provision  then in  effect)  under the  Securities  Act.  The term  "Registrable
Securities" means any and/or all of the securities  falling within the foregoing
definition   of  a   "Registrable   Security."  In  the  event  of  any  merger,
reorganization,  consolidation,  recapitalization  or other  change in corporate
structure affecting the Common Stock, such adjustment shall be deemed to be made
in the  definition  of  "Registrable  Security"  as is  appropriate  in order to
prevent  any  dilution or  enlargement  of the rights  granted  pursuant to this
Agreement.

                  Section   2.   Restrictions   on   Transfer.   Each   Investor
acknowledges and understands that prior to the registration of the Securities as
provided herein,  the Securities are "restricted  securities" as defined in Rule
144 promulgated under the Act. Each Investor  understands that no disposition or
transfer  of the  Securities  may be made by  Investor  in the absence of (i) an
opinion  of  counsel  to  the  Investor,   in  form  and  substance   reasonably
satisfactory to the Company, that such transfer may be made without registration
under the Securities Act, pursuant to Regulation S or another exemption, or (ii)
such registration.

                                       30

<PAGE>

                  With a view to making  available to the Investors the benefits
of Rule 144 under the  Securities Act or any other similar rule or regulation of
the Commission  that may at any time permit the Investors to sell  securities of
the Company to the public without  registration ("Rule 144"), the Company agrees
to:

                         (a) comply with the  provisions of paragraph  (c)(1) of
Rule 144; and

                         (b) file with the  Commission  in a timely  manner  all
reports and other documents required to be filed with the Commission pursuant to
Section 13 or 15(d) under the  Exchange  Act by  companies  subject to either of
such  sections,  irrespective  of whether  the  Company is then  subject to such
reporting requirements.

                  Section 3. Registration Rights With Respect to the Securities.

                         (a) The Company  agrees  that it will  prepare and file
with the Securities and Exchange Commission ("SEC"), within forty-five (45) days
after the date hereof,  a  registration  statement  (on Form S-1,  S-3, or other
appropriate  form of  registration  statement)  under  the  Securities  Act (the
"Registration  Statement"),  at the  sole  expense  of the  Company  (except  as
provided in Section 3(c) hereof),  so as to permit a public  offering and resale
of the Securities under the Act by the Investors.

                             The Company shall use its best efforts to cause the
Registration Statement to become effective within ninety (90) days from the date
hereof,  or,  if  earlier,  within  five (5) days of SEC  clearance  to  request
acceleration  of   effectiveness.   The  number  of  shares  designated  in  the
Registration Statement to be registered shall be all of the Securities plus such
number of shares as the  Company  believes  in good faith it will be required to
reprice  at the time of filing  the  Registration  Statement  and shall  include
appropriate language regarding reliance upon Rule 416 to the extent permitted by
the Commission.  The Company will notify  Investors of the  effectiveness of the
Registration  Statement  within one Trading Day of such event.  The Company will
notify Investors of the  effectiveness of the Registration  Statement within one
(1)  Trading  Day of such  event.  In the  event  that the  number  of shares so
registered  shall for any reason prove to be insufficient to register the resale
of all of the  Securities,  then the Company shall be obligated to file,  within
thirty (30) days of notice from any Investor, a further  Registration  Statement
registering  such  remaining  shares  and shall use  diligent  best  efforts  to
prosecute such additional  Registration Statement to effectiveness within ninety
(90) days of the date of such notice.

                         (b)  The  Company  will   maintain   the   Registration
Statement or post-effective amendment filed under this Section 3 effective under
the Securities Act until the earlier of (i) the date that none of the Securities
covered by such Registration Statement are or may become issued and outstanding,
(ii) the  date  that all of the  Securities  have  been  sold  pursuant  to such
Registration  Statement,  (iii) the date the  Investors  receive  an  opinion of
counsel to the Company,  which  counsel  shall be  reasonably  acceptable to the
Investors,  that the  Securities  may be sold under the  provisions  of Rule 144
without  limitation  as to  volume,  (iv) all  Securities  have  been  otherwise
transferred to persons who may trade such shares without  restriction  under the
Securities  Act,  and the  Company  has  delivered  a new  certificate  or other
evidence of ownership for such securities not bearing a restrictive  legend,  or
(v) all  Securities may be sold without any time,  volume or manner  limitations

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<PAGE>

pursuant  to Rule  144(k) or any  similar  provision  then in  effect  under the
Securities Act in the opinion of counsel to the Company,  which counsel shall be
reasonably acceptable to the Investor (the "Effectiveness Period").

                         (c) All fees,  disbursements and out-of-pocket expenses
and costs incurred by the Company in connection  with the preparation and filing
of the  Registration  Statement  under  subparagraph  3(a) and in complying with
applicable  securities and Blue Sky laws  (including,  without  limitation,  all
attorneys'  fees of the Company)  shall be borne by the Company.  The  Investors
shall  bear  the  cost of  underwriting  and/or  brokerage  discounts,  fees and
commissions,  if any, applicable to the Securities being registered and the fees
and expenses of their  counsel.  The  Investors  and their  counsel shall have a
reasonable  period,  not to exceed five (5) Trading Days, to review the proposed
Registration  Statement  or any  amendment  thereto,  prior to  filing  with the
Commission,  and the Company  shall  provide  each  Investor  with copies of any
comment letters received from the Commission with respect thereto within two (2)
Trading Days of receipt thereof. The Company shall qualify any of the securities
for sale in such states as any Investor reasonably  designates and shall furnish
indemnification in the manner provided in Section 6 hereof. However, the Company
shall not be required  to qualify in any state  which will  require an escrow or
other  restriction  relating to the Company  and/or the  sellers,  or which will
require  the  Company  to qualify to do  business  in such state or require  the
Company to file therein any general  consent to service of process.  The Company
at its  expense  will  supply  the  Investors  with  copies  of  the  applicable
Registration  Statement and the  prospectus  included  therein and other related
documents in such quantities as may be reasonably requested by the Investors.

                         (d) The Company shall not be required by this Section 3
to include an Investor's Securities in any Registration Statement which is to be
filed if, in the opinion of counsel for both the  Investor  and the Company (or,
should  they not  agree,  in the  opinion  of  another  counsel  experienced  in
securities  law matters  acceptable to counsel for the Investor and the Company)
the  proposed  offering  or other  transfer  as to which  such  registration  is
requested is exempt from applicable  federal and state securities laws and would
result in all  purchasers  or  transferees  obtaining  securities  which are not
"restricted securities", as defined in Rule 144 under the Securities Act.

                         (e) In the event that (i) the Registration Statement to
be filed by the  Company  pursuant  to Section  3(a) above is not  delivered  to
Investors'  counsel within forty-five (45) days from the first Closing Date (ii)
such Registration  Statement is not declared  effective by the Commission within
the  earlier  of  ninety  (90) days  from the  Closing  Date or five (5) days of
clearance by the Commission to request  effectiveness,  (iii) such  Registration
Statement is not maintained as effective by the Company for the period set forth
in Section 3(b) above or (iv) the additional  Registration Statement referred to
in Section  3(a) is not filed  within  thirty  (30) days or  declared  effective
within  ninety (90) days as set forth therein  (each a  "Registration  Default")
then the Company will pay Investor (pro rated on a daily  basis),  as liquidated
damages for such  failure and not as a penalty two percent  (2%) of the purchase
price of the shares of Common Stock  purchased  from the Company and held by the
Investor for each month until such Registration Statement has been filed, and in
the  event of late  effectiveness  (in case of  clause  (ii)  above)  or  lapsed
effectiveness  (in the case of clause  (iii)  above),  two  percent  (2%) of the

                                       32

<PAGE>

purchase price of the shares of Common Stock purchased from the Company and held
by the  Investor  for  each  month  (regardless  of  whether  one or  more  such
Registration  Defaults are then in existence) until such Registration  Statement
has been declared  effective.  Such payment of the  liquidated  damages shall be
made to the Investors in cash or in shares of Common  Stock,  as elected by each
Investor in is  discretion,  within five (5) calendar days of demand,  provided,
however,  that the  payment of such  liquidated  damages  shall not  relieve the
Company  from its  obligations  to  register  the  Securities  pursuant  to this
Section.  The market  value of the Common  Stock for this  purpose  shall be the
closing price (or last trade,  if so reported) on the Principal  Market for each
day during such Registration Default.

                             If the  Company  does not remit the  payment to the
Investors as set forth  above,  the Company  will pay the  Investors  reasonable
costs of collection,  including  attorneys'  fees, in addition to the liquidated
damages. The registration of the Securities pursuant to this provision shall not
affect or limit the  Investors'  other  rights or  remedies as set forth in this
Agreement.

                         (f) No provision  contained  herein shall  preclude the
Company from selling securities pursuant to any Registration  Statement in which
it is required to include Securities pursuant to this Section 3.

                         (g) If at any  time or from  time  to  time  after  the
effective date of any Registration Statement, the Company notifies the Investors
in writing of the existence of a Potential Material Event (as defined in Section
3(h) below),  the Investors  shall not offer or sell any Securities or engage in
any other transaction involving or relating to Securities,  from the time of the
giving of notice with respect to a Potential  Material Event until the Investors
receive  written  notice from the Company  that such  Potential  Material  Event
either has been  disclosed  to the public or no longer  constitutes  a Potential
Material Event; provided, however, that the Company may not so suspend the right
to such holders of  Securities  for more than twenty (20) days in the  aggregate
during any twelve month period, during the period the Registration  Statement is
required to be in effect, and if such period is exceeded,  such event shall be a
Registration  Default.  If a Potential  Material  Event shall occur prior to the
date a  Registration  Statement  is  required  to be filed,  then the  Company's
obligation to file such Registration  Statement shall be delayed without penalty
for not more  than  twenty  (20)  days,  and  such  delay or  delays  shall  not
constitute  a  Registration  Default.  The  Company  must,  if lawful,  give the
Investors notice in writing at least two (2) Trading Days prior to the first day
of the blackout period.

                         (h)  "Potential   Material  Event"  means  any  of  the
following:  (a) the possession by the Company of material  information  not ripe
for disclosure in a registration  statement,  as determined in good faith by the
Chief Executive Officer or the Board of Directors of the Company that disclosure
of such  information  in a  Registration  Statement  would be detrimental to the
business and affairs of the Company;  or (b) any material engagement or activity
by the  Company  which  would,  in the good  faith  determination  of the  Chief
Executive  Officer  or the  Board of  Directors  of the  Company,  be  adversely
affected  by  disclosure  in  a  registration  statement  at  such  time,  which
determination  shall be accompanied by a good faith  determination  by the Chief
Executive  Officer or the Board of Directors of the Company that the  applicable
Registration  Statement would be materially  misleading  absent the inclusion of
such information.

                                       33

<PAGE>

                  Section  4.  Cooperation  with  Company.  The  Investors  will
cooperate  with the Company in all respects in connection  with this  Agreement,
including timely supplying all information  reasonably  requested by the Company
(which shall include all information regarding the Investors and proposed manner
of  sale  of  the  Registrable  Securities  required  to  be  disclosed  in  any
Registration  Statement)  and executing  and returning all documents  reasonably
requested  in  connection  with the  registration  and  sale of the  Registrable
Securities  and  entering  into  and  performing  their  obligations  under  any
underwriting  agreement,  if the offering is an underwritten  offering, in usual
and  customary  form,  with the managing  underwriter  or  underwriters  of such
underwritten offering.  Nothing in this Agreement shall obligate any Investor to
consent  to be  named  as an  underwriter  in any  Registration  Statement.  The
obligation  of the  Company to  register  the  Registrable  Securities  shall be
absolute and  unconditional  as to those  Securities  which the Commission  will
permit to be registered without naming the Investors as underwriters.  Any delay
or delays caused by the Investors by failure to cooperate as required  hereunder
shall not constitute a Registration Default.

                  Section  5.  Registration  Procedures.  If  and  whenever  the
Company is required by any of the  provisions  of this  Agreement  to effect the
registration  of any of the  Registrable  Securities  under the Act, the Company
shall (except as otherwise  provided in this  Agreement),  as  expeditiously  as
possible,  subject to the Investors'  assistance  and  cooperation as reasonably
required with respect to each Registration Statement:

                         (a) (i)  prepare  and  file  with the  Commission  such
amendments and supplements to the Registration Statement and the prospectus used
in connection therewith as may be necessary to keep such Registration  Statement
effective and to comply with the  provisions of the Act with respect to the sale
or other disposition of all securities  covered by such  registration  statement
whenever the  Investors  shall  desire to sell or otherwise  dispose of the same
(including  prospectus  supplements with respect to the sales of securities from
time to time in connection  with a registration  statement  pursuant to Rule 415
promulgated under the Act) and (ii) take all lawful action such that each of (A)
the Registration  Statement and any amendment  thereto does not, when it becomes
effective,  contain an untrue  statement  of a material  fact or omit to state a
material fact required to be stated  therein or necessary to make the statements
therein,  in  light  of the  circumstances  under  which  they  were  made,  not
misleading and (B) the prospectus  forming part of the  Registration  Statement,
and any  amendment  or  supplement  thereto,  does  not at any time  during  the
Registration  Period  include an untrue  statement of a material fact or omit to
state a material  fact  required to be stated  therein or  necessary to make the
statements  therein,  in light of the circumstances  under which they were made,
not misleading;

                         (b) (i) prior to the filing with the  Commission of any
Registration  Statement  (including any amendments thereto) and the distribution
or delivery of any prospectus (including any supplements thereto), provide draft
copies  thereof to the Investors as required by Section 3(c) and reflect in such
documents all such comments as the Investors (and their counsel)  reasonably may
propose and (ii) furnish to each Investor such numbers of copies of a prospectus
including  a  preliminary  prospectus  or any  amendment  or  supplement  to any
prospectus,  as applicable,  in conformity with the requirements of the Act, and
such  other  documents,  as such  Investor  may  reasonably  request in order to
facilitate the public sale or other  disposition of the securities owned by such
Investor;

                                       34

<PAGE>

                         (c)  register  and qualify the  Registrable  Securities
covered by the  Registration  Statement under such other  securities or blue sky
laws of such jurisdictions as the Investors shall reasonably request (subject to
the limitations set forth in Section 3(c) above),  and do any and all other acts
and things  which may be  necessary  or  advisable  to enable  each  Investor to
consummate  the public sale or other  disposition  in such  jurisdiction  of the
securities owned by such Investor;

                         (d) list such  Registrable  Securities on the Principal
Market,  if the listing of such  Registrable  Securities is then permitted under
the rules of such Principal Market;

                         (e) notify each  Investor at any time when a prospectus
relating  thereto  covered  by the  Registration  Statement  is  required  to be
delivered under the Act, of the happening of any event of which it has knowledge
as a result of which the prospectus included in the Registration  Statement,  as
then in effect,  includes  an untrue  statement  of a material  fact or omits to
state a material  fact  required to be stated  therein or  necessary to make the
statements  therein  not  misleading  in the  light  of the  circumstances  then
existing,  and the Company  shall  prepare and file a curative  amendment  under
Section 5(a) as quickly as commercially possible;

                         (f) as promptly as practicable  after becoming aware of
such event,  notify each Investor who holds  Registrable  Securities  being sold
(or, in the event of an underwritten offering, the managing underwriters) of the
issuance  by the  Commission  of any  stop  order  or  other  suspension  of the
effectiveness  of the Registration  Statement at the earliest  possible time and
take all lawful  action to effect the  withdrawal,  recession or removal of such
stop order or other suspension;

                         (g)  cooperate  with the  Investors to  facilitate  the
timely  preparation and delivery of certificates for the Registrable  Securities
to  be  offered  pursuant  to  the   Registration   Statement  and  enable  such
certificates  for the  Registrable  Securities  to be in such  denominations  or
amounts,  as the  case may be,  as the  Investors  reasonably  may  request  and
registered  in such names as the Investors  may request;  and,  within three (3)
Trading  Days  after  a  Registration   Statement  which  includes   Registrable
Securities  is declared  effective  by the  Commission,  deliver and cause legal
counsel  selected  by the  Company  to  deliver  to the  transfer  agent for the
Registrable Securities (with copies to the Investors) an appropriate instruction
and, to the extent necessary, an opinion of such counsel;

                         (h) take  all  such  other  lawful  actions  reasonably
necessary to expedite and facilitate  the  disposition by the Investors of their
Registrable Securities in accordance with the intended methods therefor provided
in the  prospectus  which  are  customary  for  issuers  to  perform  under  the
circumstances;

                         (i) in the event of an underwritten offering,  promptly
include or incorporate in a prospectus supplement or post-effective amendment to
the  Registration  Statement such  information as the managers  reasonably agree
should be included  therein and to which the Company does not reasonably  object
and make all required  filings of such prospectus  supplement or  post-effective
amendment  as soon as  practicable  after it is  notified  of the  matters to be
included  or  incorporated  in  such  Prospectus  supplement  or  post-effective
amendment; and

                                       35

<PAGE>

                         (j)  maintain a transfer  agent and  registrar  for its
Common Stock.

                  Section 6. Indemnification.

                         (a) To the maximum extent permitted by law, the Company
agrees to indemnify and hold harmless the Investors and each person, if any, who
controls  an  Investor  within  the  meaning  of  the  Securities  Act  (each  a
"Distributing  Investor")  against any losses,  claims,  damages or liabilities,
joint or several (which shall, for all purposes of this Agreement,  include, but
not be limited to, all  reasonable  costs of defense and  investigation  and all
reasonable attorneys' fees and expenses), to which the Distributing Investor may
become subject,  under the Securities Act or otherwise,  insofar as such losses,
claims,  damages or liabilities (or actions in respect  thereof) arise out of or
are based upon any untrue  statement or alleged untrue statement of any material
fact contained in any Registration Statement, or any related final prospectus or
amendment or supplement  thereto, or arise out of or are based upon the omission
or alleged  omission  to state  therein a material  fact  required  to be stated
therein or necessary to make the statements  therein not  misleading;  provided,
however, that the Company will not be liable in any such case to the extent, and
only to the extent, that any such loss, claim, damage or liability arises out of
or is based upon an untrue  statement or alleged untrue statement or omission or
alleged omission made in such Registration  Statement,  preliminary  prospectus,
final  prospectus or amendment or supplement  thereto in reliance  upon,  and in
conformity  with,   written   information   furnished  to  the  Company  by  the
Distributing Investor, its counsel, affiliates or any underwriter,  specifically
for use in the preparation thereof. This indemnity agreement will be in addition
to any liability which the Company may otherwise have.

                         (b)  To the  maximum  extent  permitted  by  law,  each
Distributing  Investor  agrees  that it will  indemnify  and hold  harmless  the
Company,  and each  officer and  director of the Company or person,  if any, who
controls  the Company  within the  meaning of the  Securities  Act,  against any
losses,  claims,  damages or liabilities  (which shall, for all purposes of this
Agreement,  include,  but not be limited to, all reasonable costs of defense and
investigation  and all  reasonable  attorneys'  fees and  expenses) to which the
Company or any such officer,  director or controlling  person may become subject
under the Securities Act or otherwise,  insofar as such losses,  claims, damages
or  liabilities  (or actions in respect  thereof) arise out of or are based upon
any untrue  statement or alleged untrue statement of any material fact contained
in any Registration  Statement,  or any related final prospectus or amendment or
supplement  thereto,  or arise  out of or are  based  upon the  omission  or the
alleged  omission to state therein a material fact required to be stated therein
or necessary to make the  statements  therein not  misleading,  but in each case
only to the extent that such untrue  statement  or alleged  untrue  statement or
omission or alleged  omission  was made in such  Registration  Statement,  final
prospectus  or  amendment  or  supplement  thereto  in  reliance  upon,  and  in
conformity  with,  written   information   furnished  to  the  Company  by  such
Distributing Investor, its counsel, affiliates or any underwriter,  specifically
for use in the preparation thereof. This indemnity agreement will be in addition
to  any  liability   which  the   Distributing   Investor  may  otherwise  have.
Notwithstanding anything to the contrary herein, the Distributing Investor shall
be liable  under this  Section  6(b) for only that amount as does not exceed the
net  proceeds  to  such  Distributing  Investor  as a  result  of  the  sale  of
Registrable Securities pursuant to the Registration Statement.

                                       36

<PAGE>

                         (c)  Promptly  after  receipt by an  indemnified  party
under this Section 6 of notice of the  commencement  of any action  against such
indemnified party, such indemnified party will, if a claim in respect thereof is
to be made  against  the  indemnifying  party  under this  Section 6, notify the
indemnifying party in writing of the commencement  thereof;  but the omission so
to notify the indemnifying  party will not relieve the  indemnifying  party from
any liability  which it may have to any  indemnified  party except to the extent
the  failure of the  indemnified  party to  provide  such  written  notification
actually prejudices the ability of the indemnifying party to defend such action.
In case any such  action  is  brought  against  any  indemnified  party,  and it
notifies the indemnifying  party of the commencement  thereof,  the indemnifying
party will be entitled to  participate  in, and, to the extent that it may wish,
jointly with any other indemnifying party similarly notified, assume the defense
thereof,  subject to the  provisions  herein  stated and after  notice  from the
indemnifying  party to such  indemnified  party of its election so to assume the
defense thereof,  the indemnifying  party will not be liable to such indemnified
party under this Section 6 for any legal or other expenses subsequently incurred
by such  indemnified  party in  connection  with the defense  thereof other than
reasonable  costs of  investigation,  unless the  indemnifying  party  shall not
pursue the action to its final  conclusion.  The indemnified  parties as a group
shall have the right to employ one  separate  counsel in any such  action and to
participate  in the defense  thereof,  but the fees and expenses of such counsel
shall not be at the expense of the indemnifying  party if the indemnifying party
has assumed the defense of the action with counsel  reasonably  satisfactory  to
the  indemnified  party  unless  (i) the  employment  of such  counsel  has been
specifically  authorized in writing by the indemnifying party, or (ii) the named
parties to any such action  (including any impleaded  parties)  include both the
indemnified  party and the  indemnifying  party and the indemnified  party shall
have been  advised by its counsel  that there may be one or more legal  defenses
available to the indemnifying party different from or in conflict with any legal
defenses  which  may  be  available  to  the  indemnified  party  or  any  other
indemnified party (in which case the indemnifying party shall not have the right
to assume the defense of such  action on behalf of such  indemnified  party,  it
being understood, however, that the indemnifying party shall, in connection with
any one such action or separate but substantially  similar or related actions in
the  same  jurisdiction   arising  out  of  the  same  general   allegations  or
circumstances,  be  liable  only for the  reasonable  fees and  expenses  of one
separate  firm of  attorneys  for the  indemnified  party,  which  firm shall be
designated  in writing by the  indemnified  party).  No settlement of any action
against an indemnified  party shall be made without the prior written consent of
the indemnified party, which consent shall not be unreasonably  withheld so long
as such  settlement  includes a full release of claims  against the  indemnified
party.

                             All  fees and  expenses  of the  indemnified  party
(including  reasonable  costs of  defense  and  investigation  in a  manner  not
inconsistent with this Section and all reasonable  attorneys' fees and expenses)
shall be paid to the  indemnified  party,  as incurred,  within ten (10) Trading
Days of written notice thereof to the indemnifying  party (regardless of whether
it is  ultimately  determined  that an  indemnified  party  is not  entitled  to
indemnification  hereunder;  provided,  that the indemnifying  party may require
such  indemnified  party to undertake to reimburse all such fees and expenses to
the extent it is finally  judicially  determined that such indemnified  party is
not entitled to indemnification hereunder).

                                       37

<PAGE>

                  Section  7.  Contribution.  In order to  provide  for just and
equitable  contribution  under the  Securities  Act in any case in which (i) the
indemnified party makes a claim for indemnification pursuant to Section 6 hereof
but is judicially  determined  (by the entry of a final  judgment or decree by a
court of  competent  jurisdiction  and the  expiration  of time to appeal or the
denial  of the last  right  of  appeal)  that  such  indemnification  may not be
enforced in such case  notwithstanding  the fact that the express  provisions of
Section 6 hereof provide for  indemnification in such case, or (ii) contribution
under the Securities Act may be required on the part of any  indemnified  party,
then the Company and the applicable  Distributing  Investor shall  contribute to
the  aggregate  losses,  claims,  damages  or  liabilities  to which they may be
subject (which shall,  for all purposes of this Agreement,  include,  but not be
limited to, all reasonable costs of defense and investigation and all reasonable
attorneys'  fees and  expenses),  in either such case (after  contribution  from
others) on the basis of relative fault as well as any other  relevant  equitable
considerations.  The relative  fault shall be  determined by reference to, among
other things,  whether the untrue or alleged untrue statement of a material fact
or the  omission  or  alleged  omission  to state a  material  fact  relates  to
information  supplied  by  the  Company  on  the  one  hand  or  the  applicable
Distributing  Investor  on the other hand,  and the  parties'  relative  intent,
knowledge,  access to  information  and  opportunity  to correct or prevent such
statement or omission.  The Company and the Distributing  Investor agree that it
would not be just and equitable if contribution  pursuant to this Section 7 were
determined by pro rata  allocation  or by any other method of  allocation  which
does  not take  account  of the  equitable  considerations  referred  to in this
Section 7. The amount paid or payable by an indemnified party as a result of the
losses,  claims, damages or liabilities (or actions in respect thereof) referred
to above in this  Section  7 shall  be  deemed  to  include  any  legal or other
expenses  reasonably  incurred  by such  indemnified  party in  connection  with
investigating  or  defending  any such  action  or claim.  No  person  guilty of
fraudulent  misrepresentation  (within  the  meaning  of  Section  11(f)  of the
Securities  Act) shall be entitled to  contribution  from any person who was not
guilty of such fraudulent misrepresentation.

                  Notwithstanding  any other  provision of this Section 7, in no
event shall any (i)  Investor be required to  undertake  liability to any person
under  this  Section 7 for any  amounts  in excess of the  dollar  amount of the
proceeds received by such Investor from the sale of such Investor's  Registrable
Securities  (after  deducting  any fees,  discounts and  commissions  applicable
thereto)  pursuant to any  Registration  Statement under which such  Registrable
Securities  are  registered  under the  Securities  Act and (ii)  underwriter be
required  to  undertake  liability  to any person  hereunder  for any amounts in
excess of the aggregate  discount,  commission or other compensation  payable to
such underwriter with respect to the Registrable  Securities  underwritten by it
and distributed pursuant to such Registration Statement.

                  Section 8. Notices. All notices, demands, requests,  consents,
approvals,  and other communications required or permitted hereunder shall be in
writing and shall be delivered as set forth in the Purchase Agreement.

                  Section 9.  Assignment.  This  Agreement  is binding  upon and
inures  to the  benefit  of the  parties  hereto  and  their  respective  heirs,
successors and permitted  assigns.  The rights granted the Investors  under this
Agreement  may  be  assigned  to  any  purchaser  of  substantially  all  of the
Registrable  Securities (or the rights  thereto) from an Investor,  as otherwise
permitted by the Purchase Agreement.

                                       38

<PAGE>

                  Section 10. Additional  Covenants of the Company.  The Company
agrees that at such time as it otherwise meets the  requirements  for the use of
Securities Act Registration Statement on Form S-3 for the purpose of registering
the Registrable  Securities,  it shall file all reports and information required
to be filed by it with the Commission in a timely manner and take all such other
action so as to maintain such eligibility for the use of such form.

                  Section  11.  Counterparts/Facsimile.  This  Agreement  may be
executed  in two or  more  counterparts,  each  of  which  shall  constitute  an
original,  but all of which, when together shall constitute but one and the same
instrument,  and shall become effective when one or more  counterparts have been
signed by each party hereto and delivered to the other  parties.  In lieu of the
original, a facsimile transmission or copy of the original shall be as effective
and enforceable as the original.

                  Section 12. Remedies.  The remedies provided in this Agreement
are cumulative  and not exclusive of any remedies  provided by law. If any term,
provision,  covenant  or  restriction  of this  Agreement  is held by a court of
competent  jurisdiction  to be  invalid,  illegal,  void or  unenforceable,  the
remainder of the terms, provisions,  covenants and restrictions set forth herein
shall remain in full force and effect and shall in no way be affected,  impaired
or invalidated,  and the parties hereto shall use their best efforts to find and
employ an alternative means to achieve the same or substantially the same result
as that contemplated by such term, provision, covenant or restriction.

                  Section 13.  Conflicting  Agreements.  The  Company  shall not
enter into any agreement  with respect to its  securities  that is  inconsistent
with the  rights  granted  to the  holders  of  Registrable  Securities  in this
Agreement or  otherwise  prevents  the Company  from  complying  with all of its
obligations hereunder.

                  Section 14.  Headings.  The headings in this Agreement are for
reference  purposes  only  and  shall  not  affect  in any  way the  meaning  or
interpretation of this Agreement.

                  Section 15. Governing Law,  Arbitration.  This Agreement shall
be governed by and  construed  in  accordance  with the laws of the State of New
York  applicable to contracts made in New York by persons  domiciled in New York
City and without  regard to its  principles  of conflicts  of laws.  Any dispute
under this  Agreement  shall be  submitted  to  arbitration  under the  American
Arbitration  Association  (the "AAA") in New York City,  New York,  and shall be
finally and  conclusively  determined by the decision of a board of  arbitration
consisting  of three  (3)  members  (hereinafter  referred  to as the  "Board of
Arbitration") selected as according to the rules governing the AAA. The Board of
Arbitration shall meet on consecutive  business days in New York City, New York,
and shall reach and render a decision in writing  (concurred in by a majority of
the members of the Board of  Arbitration)  with  respect to the amount,  if any,
which the losing  party is  required  to pay to the other  party in respect of a
claim  filed.  In  connection  with  rendering  its  decisions,   the  Board  of
Arbitration  shall  adopt and follow  the laws of the State of New York.  To the
extent  practical,  decisions of the Board of  Arbitration  shall be rendered no

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<PAGE>

more than thirty (30) calendar days following  commencement of proceedings  with
respect thereto. The Board of Arbitration shall cause its written decision to be
delivered to all parties involved in the dispute. Any decision made by the Board
of  Arbitration  (either  prior to or after the  expiration  of such thirty (30)
calendar day period)  shall be final,  binding and  conclusive on the parties to
the dispute,  and entitled to be enforced to the fullest extent permitted by law
and entered in any court of  competent  jurisdiction.  The Board of  Arbitration
shall be authorized and is hereby directed to enter a default  judgment  against
any party failing to  participate in any  proceeding  hereunder  within the time
periods set forth in the AAA rules.  The  prevailing  party shall be awarded its
costs,  including  attorneys' fees, from the non-prevailing party as part of the
arbitration award. Any party shall have the right to seek injunctive relief from
any court of competent  jurisdiction in any case where such relief is available.
The  prevailing  party in such  injunctive  action  shall be awarded  its costs,
including attorney's fees, from the non-prevailing party.

                  IN WITNESS  WHEREOF,  the  parties  hereto  have  caused  this
Registration  Rights  Agreement to be duly  executed,  on the day and year first
above written.

Dated:    April 25, 2000

MEDIAX CORPORATION

By:  _____________________________
     Rainer Poertner, Chairman

AMRO INTERNATIONAL, S.A.

By:  _____________________________
     H.U. Bachofen, Director

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<PAGE>

EXHIBIT C

FORM OF OPINION OF THE COMPANY'S INDEPENDENT COUNSEL

[Date]

AMRO International, S.A.
c/o Ultrafinanz AG
Grossmuensterplatz AG
Zurich CH-8022 Switzerland

Re:  Common Stock Agreement  between the Investors  Signatory thereto and MediaX
     Corporation

Ladies and Gentlemen:

This opinion is furnished to you pursuant to the Common Stock Purchase Agreement
by and between the  investors  signatory  thereto (the  "Investors")  and MediaX
Corporation,  a Nevada  corporation (the "Company"),  dated as of April 25, 2000
(the  "Purchase  Agreement"),  which  provides  for the issuance and sale by the
Company of Five Hundred Thousand Dollars ($500,000) of the Company's Common. All
terms used herein have the meanings  defined for them in the Purchase  Agreement
unless otherwise defined herein.

We have acted as counsel for the Company in connection  with the  negotiation of
the Purchase Agreement,  the Registration Rights Agreement between the Investors
and  the  Company,  dated  as  of  April  25,  2000  (the  "Registration  Rights
Agreement"),  and the Escrow  Agreement  between the Investors,  the Company and
Epstein  Becker  &  Green,  P.C.,  dated  as of  April  25,  2000  (the  "Escrow
Agreement"),  and together  with the  Purchase  Agreement  and the  Registration
Rights  Agreement (the  "Agreements").  As counsel,  we have made such legal and
factual  examinations and inquiries as we have deemed advisable or necessary for
the purpose of rendering  this opinion.  In addition,  we have  examined,  among
other  things,  originals  or copies of such  corporate  records of the Company,
certificates  of public  officials and such other documents and questions of law
that we  consider  necessary  or  advisable  for the purpose of  rendering  this
opinion.  In such  examination we have assumed the genuineness of all signatures
on original  documents,  the  authenticity  and  completeness  of all  documents
submitted to us as originals, the conformity to original documents of all copies
submitted to us as copies thereof,  the legal capacity of natural  persons,  and
the due execution and delivery of all documents  (except as to due execution and
delivery by the Company) where due execution and delivery are a prerequisite  to
the effectiveness thereof.

As used in this opinion, the expression "to our knowledge" refers to the current
actual  knowledge  of the  attorneys of this firm who have worked on matters for
the  Company  solely in  connection  with the  Agreements  and the  transactions
contemplated   thereby,  and  without  any  independent   investigation  of  any
underlying facts or situations.

For purposes of this opinion,  we have assumed that you have all requisite power
and authority, and have taken any and all necessary corporate action, to execute
and deliver the  Agreements,  and we are assuming that the  representations  and
warranties made by each Investor in the Agreements and pursuant thereto are true
and correct.

Based upon and subject to the foregoing, we are of the opinion that:

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<PAGE>

1. The Company is a corporation  duly  organized,  validly  existing and in good
standing  under the laws of the State of Nevada and has all requisite  corporate
power and  authority to carry on its business and to own,  lease and operate its
properties  and assets as  described  in the  Company's  SEC  Documents.  To our
knowledge, the Company does not have any subsidiaries and does not own more than
fifty  percent  (50%) of the  outstanding  capital stock of or control any other
business entity other than as disclosed in the SEC Documents.

2. The Company has the requisite corporate power and authority to enter into and
perform  its  obligations  under the  Agreements  and to issue the  Shares.  The
execution and delivery of the Agreements by the Company and the  consummation by
it of the  transactions  contemplated  thereby have been duly  authorized by all
necessary  corporate  action and no  further  consent  or  authorization  of the
Company or its Board of  Directors  or  stockholders  is  required.  Each of the
Agreements  has been duly  executed and delivered by the Company and each of the
Agreements  constitutes valid and binding obligations of the Company enforceable
against the Company in accordance with their  respective  terms,  except as such
enforceability may be limited by applicable bankruptcy,  insolvency,  or similar
laws relating to, or affecting  generally the enforcement of,  creditors' rights
and remedies or by other equitable principles of general application.

3. The execution,  delivery and performance of the Agreements by the Company and
the  consummation  by the  Company  of the  transactions  contemplated  thereby,
including,  without limitation,  the issuance of the Shares, do not and will not
(i) result in a violation of the Company's Articles of Incorporation or By-Laws;
(ii) to our knowledge,  conflict  with, or constitute a material  default (or an
event that with notice or lapse of time or both would  become a default)  under,
or  give to  others  any  rights  of  termination,  amendment,  acceleration  or
cancellation of, any material agreement,  indenture, instrument or any "lock-up"
or similar  provision  of any  underwriting  or similar  agreement  to which the
Company is a party;  or (iii) result in a violation of any federal or state law,
rule or  regulation  applicable to the Company or by which any property or asset
of the Company is bound or affected,  except for such  violations  as would not,
individually  or in  the  aggregate,  have a  Material  Adverse  Effect.  To our
knowledge,  the  Company is not in  violation  of any terms of its  Articles  of
Incorporation or Bylaws.

4. The issuance of the Shares in accordance with the Purchase  Agreement will be
exempt from registration under the Securities Act of 1933, as amended,  and will
be in compliance with the state securities laws of the Company's principal place
of business.  When so issued, the Shares will be duly and validly issued,  fully
paid and  nonassessable,  and free of any liens,  encumbrances and preemptive or
similar rights  contained in the Company's  Articles of  Incorporation or Bylaws
or, to our knowledge, in any agreement to which the Company is party.

5. We have not been  engaged  to devote  substantive  attention  to any  claims,
actions,  suits,  proceedings  or  investigations  that are pending  against the
Company or its properties,  or against any officer or director of the Company in
his or her capacity as such. To our knowledge,  the Company is not a party to or
subject to the provisions of any order, writ, injunction,  judgment or decree of
any court or government agency or instrumentality.

6. The authorized capital stock of the Company,  as of April __, 2000,  consists
of  25,000,000  shares of Common  Stock,  $0.0001 par value per share,  of which
7,251,810  shares are issued and  outstanding,  10,000,000  shares of  Preferred
Stock, par value $0.0001, none of which are issued and outstanding.  All of such
issued and  outstanding  shares have been duly authorized and are fully paid and
non-assessable.  No person has  rescission  rights with respect to any shares of
the Company's  Common Stock.

This  opinion  is  furnished  to the  Investors  solely  for  their  benefit  in
connection with the  transactions  described above and may not be relied upon by
any other person or for any other purpose without our prior written consent.

Very truly yours,

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EXHIBIT D

INSTRUCTIONS TO TRANSFER AGENT

MediaX Corporation



_______________, 2000



[Address of Transfer Agent]


Dear Sirs:

Reference  is made to the  Common  Stock  Purchase  Agreement  and all  Exhibits
thereto  (the  "Agreement")  dated as of April 25, 2000,  between the  investors
signatory  thereto (the  "Investors")  and MediaX  Corporation  (the "Company").
Pursuant to the Agreement,  and subject to the terms and conditions set forth in
the  Agreement,  the Company has issued to the Investors  Five Hundred  Thousand
($500,000) of Common Stock (the "Shares").  As a condition to the  effectiveness
of the Agreement,  the Company has agreed to issue to you, as the transfer agent
for the Common Stock (the "Transfer Agent"),  these instructions relating to the
Common Stock to be issued to the Investors (or a permitted assignee) pursuant to
the Agreement. All capitalized terms used herein and not otherwise defined shall
have the meaning set forth in the Agreement.

ISSUANCE OF COMMON STOCK WITHOUT THE LEGEND

Pursuant to the Agreement and the Registration Rights Agreement,  the Company is
required  to  prepare  and file  with the  Securities  and  Exchange  Commission
("SEC"),  and  maintain  the  effectiveness  of,  a  registration  statement  or
registration  statements  registering  the  resale  of the  Common  Stock  to be
acquired by the Investors as provided in the Registration Rights Agreement.  The
Company will advise the Transfer  Agent in writing of the  effectiveness  of any
such  registration  statement  promptly upon its being declared  effective,  and
shall deliver an opinion of its counsel to that effect. The Transfer Agent shall
be entitled to rely on such advice and such  opinion and shall  assume that such
registration  statement remains in effect unless the Transfer Agent is otherwise
advised in writing by the Company or such counsel,  and the Transfer Agent shall
not be required to  independently  confirm the continued  effectiveness  of such
registration  statement.  In the  circumstances set forth in the following three
paragraphs,  the  Transfer  Agent  shall  deliver  to the  appropriate  Investor
certificates  representing Common Stock not bearing the Legend without requiring
further advice or instruction  or additional  documentation  from the Company or
its counsel or the  Investor  or its  counsel or any other party  (other than as
described in such paragraphs):

At any time after the effective  date of the  registration  statement  (provided
that the  Company  has not  informed  the  Transfer  Agent in writing  that such
registration  statement  is not  effective)  upon any  surrender  of one or more
certificates  evidencing  Common  Stock  which  bear the  Legend,  to the extent
accompanied by a notice  requesting the issuance of new certificates free of the
Legend to replace those surrendered,  in such names and in such denominations as
the Investor may request,  provided that in connection with any such event,  the
Investor (or its  permitted  assignee)  shall confirm in writing to the Transfer
Agent that (i) the Investor has sold, pledged or otherwise transferred or agreed

                                       43

<PAGE>


to  sell,  pledge  or  otherwise  transfer  such  Common  Stock  in a bona  fide
transaction  to a third party that is not an affiliate of the Company;  and (ii)
the Investor  confirms to the transfer agent that the Investor has complied with
the prospectus delivery  requirement.  In the event a registration  statement is
not filed by the Company, or for any reason the registration  statement which is
filed by the Company is not declared effective by the SEC, the Investor,  or its
permitted  assignee,  or its broker  confirms to the Transfer Agent that (i) the
Investor  has  beneficially  owned the  shares of Common  Stock for at least one
year,  (ii)  counting  the  shares  surrendered  as being sold upon the date the
unlegended  Certificates  would be delivered to the Investor (or the Trading Day
immediately  following if such date is not a Trading Day), the Investor will not
have sold more than the greater of (a) one percent  (1%) of the total  number of
outstanding  shares of Common Stock or (b) the average  weekly trading volume of
the Common Stock for the  preceding  four weeks  during the three months  ending
upon such delivery date (or the Trading Day  immediately  following if such date
is not a Trading  Day),  and (iii) the Investor has complied  with the manner of
sale and  notice  requirements  of Rule 144 under  the  Securities  Act;  or

The Investor (or its permitted assignee) shall represent that it is permitted to
dispose of such shares of Common Stock without limitation as to amount or manner
of sale pursuant to Rule 144(k) under the Securities Act.

In the case of subparagraphs (b) or (c), the Transfer Agent shall be entitled to
require an opinion of  counsel to the  Company or from  counsel to the  Investor
(which  opinion shall be from an attorney or law firm  reasonably  acceptable to
the Transfer  Agent and be in form and  substance  reasonably  acceptable to the
Transfer  Agent).  Any advice,  notice,  or  instructions  to the Transfer Agent
required or permitted to be given  hereunder may be transmitted via facsimile to
the Transfer Agent's facsimile number of [______________].

FEES OF TRANSFER AGENT;  INDEMNIFICATION  The Company agrees to pay the Transfer
Agent for all fees incurred in connection with these  Irrevocable  Instructions.
The Company agrees to indemnify the Transfer  Agent and its officers,  employees
and  agents,  against  any  losses,  claims,  damages or  liabilities,  joint or
several,  to which it or they become  subject based upon the  performance by the
Transfer Agent of its duties in accordance  with the  Irrevocable  Instructions,
other  than as a result of the  Transfer  Agent's  gross  negligence  or willful
misconduct.

THIRD PARTY BENEFICIARY The Company and the Transfer Agent acknowledge and agree
that  the  Investors  are  each an  express  third  party  beneficiary  of these
Irrevocable  Instructions  and shall be entitled to rely upon, and enforce,  the
provisions thereof.

MEDIAX CORPORATION

By:  _____________________________
     Rainer  Poertner,  Chairman

AGREED:

By:  _____________________________
     Name:
     Title: