10.2 Private  Equity Line of Credit  Agreement  between MediaX  Corporation  and
     Villabeach Investments Limited

PRIVATE EQUITY LINE OF CREDIT AGREEMENT

Between

MediaX Corporation
And

Villabeach Investments Limited

PRIVATE  EQUITY  LINE OF  CREDIT  AGREEMENT  dated as of  April  26,  2000  (the
"Agreement"),  between Villabeach  Investments Limited, a British Virgin Islands
corporation (the "Investor") 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 Investor from time to time
as  provided  herein,  and  Investor  shall  purchase,  up  to  $6,000,000  (the
"Aggregate Purchase Price") of the Common Stock (as defined below); and

WHEREAS,  such investments will be made by the Investor as statutory underwriter
of a registered indirect primary offering of such Common Stock by the Company.

NOW, THEREFORE, the parties hereto agree as follows:

Certain Definitions
"Bid Price" shall mean the closing bid price (as reported by Bloomberg  L.P.) of
the Common Stock on the Principal Market on the date in question.

"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 one of the  closings of a purchase  and sale of the Common
Stock pursuant to Section 2.1.

"Closing  Date" shall mean,  with  respect to a Closing,  the fifth  Trading Day
following the end of the Valuation Period related to such Closing,  provided all
conditions to such Closing have been satisfied on or before such Trading Day.

"Commitment  Amount"  shall mean the up to  $6,000,000  which the  Investor  has
agreed to provide to the Company in order to purchase the Put Shares pursuant to
the terms and conditions of this Agreement.

"Commitment  Period" shall mean the period  commencing on the Effective Date and
expiring on the  earliest to occur of (x) the date on which the  Investor  shall
have purchased $6,000,000 of Put Shares pursuant to this Agreement, (y) the date
this Agreement is terminated  pursuant to Section 2.4, or (z) the date occurring
thirty-six (36) months from the date of commencement of the Commitment Period.

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<PAGE>

"Common  Stock"  shall mean the  Company's  common  stock,  par value $.0001 per
share.

"Condition Satisfaction Date" shall have the meaning set forth in Section 7.2.

"Effective Date" shall mean the date on which the SEC first declares effective a
Registration  Statement  registering  the sale by the  Company and resale by the
Investor of the Registrable Securities as set forth in Section 7.2(f).

"Escrow Agent" shall mean the escrow agent designated in the Escrow Agreement.

"Escrow  Agreement"  shall mean the escrow agreement in the form attached hereto
as Exhibit A.

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

"Investment  Amount" shall mean the dollar amount to be invested by the Investor
to purchase  Put Shares with  respect to any Put Date as notified by the Company
to the Investor, all in accordance with Section 2.2 hereof.

"Market Price" on any given date shall mean the lowest trade price of the Common
Stock during the Valuation Period relating to such date.

"Material  Adverse  Effect"  shall mean any effect on the  business,  Bid Price,
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
or the Escrow Agreement in any material respect.

"Maximum  Put  Amount"  shall mean  $500,000  per Put,  subject  to  adjustments
according to the following table:

<TABLE>
<CAPTION>

------------------------- ---------------------- ----------------------- ---------------------- ----------------------
<S>                       <C>                    <C>                     <C>                    <C>

                          20,000-50,000 Avg.     50,001-75,000 Avg. 30   75,001-100,000 Avg.    100,001-Above Avg.
Stock Bid Price           30 Trading Day Volume  Trading Day Volume      30 Trading Day Volume  30 Trading Day Volume
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
1.50-3.50                 $500,000               $750,000                $1,000,000             $1,250,000
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
3.51-5.00                 $750,000               $1,000,000              $1,250,000             $1,500,000
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
5.01-6.50                 $1,000,000             $1,250,000              $1,500,000             $1,750,000
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
6.51-8.00                 $1,250,000             $1,500,000              $1,750,000             $1,750,000
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
8.01-9.50                 $1,500,000             $1,750,000              $1,750,000             $2,000,000
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
9.51-Above                $1,750,000             $1,750,000              $2,000,000             $2,000,000
------------------------- ---------------------- ----------------------- ---------------------- ----------------------

</TABLE>

"NASD" shall mean the National Association of Securities Dealers, Inc.

"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.

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

                                       46

<PAGE>

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

"Purchase Price" shall mean with respect to Put Shares, eighty-six percent (86%)
(the  "Purchase  Price  Percentage")  of the  Market  Price on the  Trading  Day
immediately  following the Valuation Period related to a Put (or such other date
on which the  Purchase  Price is  calculated  in  accordance  with the terms and
conditions of this Agreement) and eighty-two  percent (82%) for a Put related to
a Special Activity.

"Put"  shall mean each  occasion  the Company  elects to  exercise  its right to
tender a Put Notice  requiring the Investor to purchase  shares of the Company's
Common Stock, subject to the terms of this Agreement.

"Put Date" shall mean the Trading  Day during the  Commitment  Period that a Put
Notice to sell  Common  Stock to the  Investor is deemed  delivered  pursuant to
Section 2.2(b) hereof.

"Put  Notice"  shall mean a written  notice to the  Investor  setting  forth the
Investment  Amount that the Company  intends to sell to the Investor in the form
attached hereto as Exhibit B.

"Put Shares" shall mean all shares of Common Stock or other securities issued or
issuable pursuant to a Put that has occurred or may occur in accordance with the
terms and conditions of this Agreement.

"Registrable  Securities" shall mean the Put Shares and the Warrant Shares until
(i) all Put Shares and  Warrant  Shares  have been  disposed  of pursuant to the
Registration  Statement,  (ii) all Put Shares and Warrant  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 Put Shares and Warrant Shares 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 (iv) such time as, in
the opinion of counsel to the Company,  all Put Shares and Warrant 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 sale and resale of the Registrable Securities
annexed hereto as Exhibit C.

"Registration Statement" shall mean a registration statement on Form S-3 (if use
of such form is then  available to the Company  pursuant to the rules of the SEC
and,  if not,  on such other form  promulgated  by the SEC,  such as Form S-1 or
SB-2,  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
Investor 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.

"SEC" shall mean the Securities and Exchange Commission.


"Securities Act" shall mean the Securities Act of 1933, as amended.

"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.

                                       47

<PAGE>

"Special  Activity"  shall mean any one time charge the Company expects to incur
for  any  reason,   including,   without  limitation,  in  connection  with  the
acquisition of another business.

"Threshold  Price" is the lowest Market Price at which the Company will sell its
Common Stock with respect to this Agreement.

"Trading Cushion" shall mean the mandatory fifteen (15) Trading Days between Put
Dates,  unless waived by the Investor.  Notwithstanding  the  foregoing,  in the
event the Company  gives the Investor  twenty-one  (21) days notice of a Special
Activity,  the Trading Cushion shall be adjusted to eight (8) Trading Days for a
period of seven (7) consecutive weeks.

"Valuation  Event" shall mean an event in which the Company at any time prior to
the  end of the  Commitment  Period  takes  any of the  following  actions:

                  (a) subdivides or combines its Common Stock;

                  (b) pays a dividend on its  Capital  Shares or makes any other
distribution of its Capital Shares;

                  (c) issues any additional Capital Shares ("Additional  Capital
Shares"),  otherwise than as provided in the foregoing  Subsections  (a) and (b)
above or

                  (d) and (e)  below,  at a price per share  less,  or for other
consideration  lower,  than the Bid  Price in effect  immediately  prior to such
issuance, or without consideration (other than pursuant to this Agreement);  (d)
issues any  warrants,  options or other rights to subscribe  for or purchase any
Additional  Capital Shares and the price per share for which Additional  Capital
Shares may at any time thereafter be issuable pursuant to such warrants, options
or other rights shall be less than the Bid Price in effect  immediately prior to
such issuance;

                  (e) issues any securities convertible into or exchangeable for
Capital  Shares and the  consideration  per share for which  Additional  Capital
Shares may at any time  thereafter  be  issuable  pursuant  to the terms of such
convertible  or  exchangeable  securities  shall be less  than the Bid  Price in
effect immediately prior to such issuance;

                  (f)  makes  a  distribution  of its  assets  or  evidences  of
indebtedness  to the holders of its Capital  Shares as a dividend in liquidation
or by way of  return of  capital  or other  than as a  dividend  payable  out of
earnings or surplus legally  available for dividends under applicable law or any
distribution to such holders made in respect of the sale of all or substantially
all of the Company's assets (other than under the circumstances  provided for in
the foregoing subsections (a) through (e); or

                  (g) takes  any  action  affecting  the  number of  Outstanding
Capital  Shares,  other  than  an  action  described  in any  of  the  foregoing
Subsections  (a)  through  (f)  hereof,  inclusive,  which in the opinion of the
Company's  Board of Directors,  determined in good faith,  would have a Material
Adverse Effect upon the rights of the Investor at the time of a Put.

"Valuation  Period" shall mean the period of five (5) Trading Days beginning two
(2)  Trading  Days  before the Trading Day on which a Put Notice is deemed to be
delivered  and ending two (2) Trading Days after such date;  provided,  however,
that if a Valuation  Event occurs  during a Valuation  Period,  a new  Valuation
Period shall begin on the Trading Day  immediately  after the occurrence of such
Valuation Event and end on the fifth (5th) Trading Day thereafter.

"Warrants" shall mean the 100,000 Common Stock Purchase  Warrants in the form of
Exhibit  D hereto  to be  delivered  to the  Investor  at the  initial  Closing.
"Warrant Shares" shall mean the shares of Common Stock issuable upon exercise of
the Warrants.

                                       48

<PAGE>

Purchase  and  Sale of  Common  Stock  Investments.
Puts.  Upon the  terms  and  conditions  set forth  herein  (including,  without
limitation,  the provisions of Article VII hereof),  on any Put Date the Company
may make a Put by the  delivery of a Put  Notice.  The number of Put Shares that
the Investor shall receive  pursuant to such Put shall be determined by dividing
the Investment Amount specified in the Put Notice by the Purchase Price for such
Valuation Period. In connection with each Valuation Period,  the Company may set
the Threshold Price, if any, in the Put Notice. If the Market Price is less than
the Threshold  Price,  the Company shall not sell and the Purchaser shall not be
obligated to purchase the Shares otherwise to be purchased for such Put.

Maximum  Aggregate  Amount of Puts.  Anything in this  Agreement to the contrary
notwithstanding,  the Company may not make a Put to the extent that,  after such
purchase by the  Investor,  the sum of the number of shares of Common  Stock and
Warrants  beneficially  owned by the Investor and its affiliates would result in
beneficial ownership by the Investor and its affiliates of more than 9.9% of the
then  outstanding  shares of  Common  Stock.  For  purposes  of the  immediately
preceding sentence,  beneficial ownership shall be determined in accordance with
Section 13(d) of the Securities and Exchange Act of 1934, as amended. Mechanics.

                  (a) Put Notice. At any time during the Commitment  Period, the
Company may deliver a Put Notice to the Investor,  subject to the conditions set
forth in Section 7.2; provided, however, that the Investment Amount for each Put
as designated by the Company in the  applicable Put Notice shall be neither less
than $100,000 nor more than the Maximum Put Amount.

                  (b) Date of  Delivery  of Put  Notice.  A Put Notice  shall be
deemed delivered on (i) the Trading Day it is received by facsimile or otherwise
by the Investor if such notice is received  prior to 12:00 noon Eastern Time, or
(ii) the  immediately  succeeding  Trading Day if it is received by facsimile or
otherwise after 12:00 noon Eastern Time on a Trading Day or at any time on a day
which is not a Trading Day. No Put Notice may be deemed  delivered on a day that
is not a Trading Day.

Closings.  On or before each Closing Date for a Put the Investor  shall  deliver
the  Investment  Amount  specified  in  the  Put  Notice  by  wire  transfer  of
immediately available funds to the Escrow Agent. In addition, on or prior to the
Closing Date,  each of the Company and the Investor  shall deliver to the Escrow
Agent all  documents,  instruments  and  writings  required to be  delivered  or
reasonably  requested by either of them  pursuant to this  Agreement in order to
implement  and effect the  transactions  contemplated  herein.  Upon  receipt of
notice  from the  Escrow  Agent  that the  Escrow  Agent has  possession  of the
Investment Amount, the Company shall, if possible, deliver the Put Shares to the
Investor's account through the Depository Trust Company DWAC system, per written

                                       49

<PAGE>

account  instructions  delivered  by the  Investor  to the  Company,  and if the
Company is not eligible to  participate  in the DWAC  system,  to deliver to the
Escrow  Agent  one  or  more   certificates,   as  requested  by  the  Investor,
representing the Put Shares to be purchased by the Investor  pursuant to Section
2.1 herein, registered in the name of the Investor or, at the Investor's option,
registered  in the name of such account or accounts as may be  designated by the
Investor.  Payment of funds to the Company and delivery of the  certificates  to
the Investor (unless  delivered by DWAC) shall occur out of escrow in accordance
with the Escrow Agreement, provided, however, that to the extent the Company has
not paid the fees,  expenses,  and  disbursements  of the Investor's  counsel in
accordance  with  Section  13.7,  the  amount  of  such  fees,   expenses,   and
disbursements shall be paid in immediately  available funds, at the direction of
the  Investor,  to  Investor's  counsel  with no  reduction in the number of Put
Shares issuable to the Investor on such Closing Date.

Termination of Investment Obligation.
                  (a) The  obligation  of the  Investor  to  purchase  shares of
Common Stock shall  terminate  permanently  (including with respect to a Closing
Date that has not yet occurred) in the event that (i) there shall occur any stop
order or suspension of the  effectiveness of the  Registration  Statement for an
aggregate  of thirty (30)  Trading Days during the  Commitment  Period,  for any
reason other than deferrals or suspensions in accordance  with the  Registration
Rights  Agreement  as a  result  of  corporate  developments  subsequent  to the
Effective Date that would require such  Registration  Statement to be amended to
reflect  such event in order to  maintain  its  compliance  with the  disclosure
requirements of the Securities Act or (ii) the Company shall at any time fail to
comply  with  the  requirements  of  Section  6.2,  6.3  or  6.5  or  (iii)  the
Registration Statement shall not have become effective by September 30, 2000.

                  (b) The  obligation  of the  Company to sell Put Shares to the
Investor  shall  terminate if the Investor  fails to honor any Put Notice within
two (2) Trading Days of the Closing Date scheduled for such Put, and the Company
notifies Investor of such termination.  Upon such termination, the Company shall
maintain the Registration Statement in effect for such reasonable period, not to
exceed  forty-five (45) days, as the Investor may request in order to dispose of
any remaining Put Shares.  Such  termination  shall be the Company's sole remedy
for the Investor's failure to honor a Put.

                  Section 2.5  Additional  Shares.  In the event that (a) within
five (5) Trading  Days of any Closing  Date,  the  Company  gives  notice to the
Investor of an impending  "blackout  period" in accordance  with Section 3(f) of
the  Registration  Rights  Agreement  and (b) the Bid Price on the  Trading  Day
immediately  preceding such  "blackout  period" (the "Old Bid Price") is greater
than the Bid Price on the first Trading Day  following  such  "blackout  period"
(the "New Bid  Price")  the  Company  shall  issue to the  Investor  a number of
additional  shares (the "Blackout  Shares") equal to the difference  between (y)
the product of the number of Registrable Securities purchased by the Investor on
such  most  recent  Closing  Date and still  held by the  Investor  during  such
"blackout  period" that are not otherwise  freely tradable during such "blackout
period"  and the Old Bid Price,  divided by the New Bid Price and (z) the number
of Registrable  Securities purchased by the Investor on such most recent Closing
Date and still held by the Investor  during such "blackout  period" that are not
otherwise  freely tradable during such "blackout  period".  If any such issuance
would result in the issuance of a number of shares which  exceeds the number set
forth in Section  2.1(b),  then in lieu of such issuance,  the Company shall pay
Investor the closing ask price of the Blackout  Shares on the first  Trading Day
following the end of the blackout period in cash within five Trading Days.


Liquidated Damages. The parties hereto acknowledge and agree that the obligation
to issue  Registrable  Securities  under  Section  2.5  above  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  Investor  in  connection  with the
failure  by the  Company to timely  cause the  registration  of the  Registrable
Securities or in  connection  with a "blackout  period"  under the  Registration
Rights  Agreement,  and (c) the parties are  sophisticated  business parties and
have been  represented  by legal  and  financial  counsel  and  negotiated  this
Agreement at arm's length.

                                       50

<PAGE>

Representations and Warranties of Investor

Investor represents and warrants to the Company that:
         Intent.  The  Investor  is  entering  into this  Agreement  for its own
account  and the  Investor  has no present  arrangement  (whether or not legally
binding)  at any time to sell the  Common  Stock to or  through  any  person  or
entity;  provided,  however,  that by making  the  representations  herein,  the
Investor  does not  agree to hold the  Common  Stock  for any  minimum  or other
specific  term and reserves the right to dispose of the Common Stock 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 Common  Stock.  The Investor  acknowledges
that an investment in the Common Stock is speculative and involves a high degree
of risk.

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

         Organization  and Standing.  Investor is a corporation  duly organized,
validly  existing,  and in good  standing  under the laws of the British  Virgin
Islands.

         Absence of Conflicts.  The execution and delivery of this Agreement and
any other  document or  instrument  executed  in  connection  herewith,  and the
consummation of the transactions  contemplated  thereby, and compliance with the
requirements thereof, will not violate any law, rule,  regulation,  order, writ,
judgment, injunction, decree or award binding on Investor, or, to the Investor's
knowledge,  (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.Investor  has received and reviewed
all  documents,   records,   books  and  other  publicly  available  information
pertaining to Investor's  investment in the Company that have been  requested by
Investor.  The Company is subject to the periodic reporting  requirements of the
Exchange  Act, and  Investor  has reviewed  copies of any such reports that have
been requested by it.

                                       51

<PAGE>

         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.

         Financial  Capacity.  Investor  currently has the financial capacity to
meet its obligations to the Company  hereunder,  and the Investor has no present
knowledge  of any  circumstances  which could cause it to become  unable to meet
such obligations in the future.

         Underwriter Liability.  Investor understands that it is the position of
the SEC that the Investor is an underwriter  within the meaning of Section 2(11)
of the Securities Act and that the Investor will be identified as an underwriter
of the Put Shares in the Registration Statement.

Representations and Warranties of the Company
The Company represents and warrants to the Investor that, except as set forth on
the  Disclosure   Schedule   prepared  by  the  Company  and  attached   hereto:

         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 the
Warrants  and to issue the Put  Shares,  the  Warrants  and the  Warrant  Shares
pursuant to their respective terms, (ii) the execution, issuance and delivery of
this Agreement,  the Registration Rights Agreement, the Escrow Agreement and the
Warrants  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 Board of Directors
or stockholders is required,  and (iii) this Agreement,  the Registration Rights
Agreement,  the Escrow  Agreement  and the Warrants  have been duly executed and
delivered by the Company and at the initial 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 issuance of the
Put Shares and for the exercise of the Warrants.

         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 Share  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.

                                       52

<PAGE>

         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 Investor true and
complete  copies of the SEC  Documents.  The  Company  has not  provided  to the
Investor 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
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.

         Valid Issuances.  When issued and paid for in accordance with the terms
hereof or of the  Warrants,  the Put Shares and the Warrant  Shares will be duly
and validly issued, fully paid, and non-assessable. Neither the sales of the Put
Shares,  the  Warrants  or the Warrant  Shares  pursuant  to, nor the  Company's
performance of its obligations  under, this Agreement,  the Registration  Rights
Agreement,  the Escrow Agreement or the Warrants will (i) result in the creation
or imposition by the Company of any liens, charges, claims or other encumbrances
upon  the  Put  Shares,  the  Warrants  or the  Warrant  Shares  or,  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 Put
Shares,  the Warrants  and the Warrant  Shares shall not subject the Investor to
personal  liability to the Company or its creditors by reason of the  possession
thereof.

                                       53

<PAGE>

         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 Put
Shares, the Warrants and the Warrant 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 Put  Shares  or the
Warrants in  accordance  with the terms  hereof  (other than any SEC,  Principal
Market  or  state  securities  filings  that may be  required  to be made by the
Company subsequent to the initial Closing,  any registration  statement that may
be filed pursuant  hereto,  and any shareholder  approval  required by the rules
applicable  to companies  whose common  stock trades on the  Principal  Market);
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 Investor  herein.

         No  Material  Adverse  Change.  Since  September  30,  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 September 30, 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.  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 Put  Shares or the  Warrants  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.

                                       54

<PAGE>

         Material Non-Public  Information.  The Company has not disclosed to the
Investor any material  non-public  information  that (i) if disclosed  publicly,
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 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.

                                       55

<PAGE>

         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  4.14:

         "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 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 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 and buildings by the Company. Licensing and
Permits. The Company holds all necessary licenses and permits for the conduct of
its  business.  All of such  licenses  and permits are in good  standing and the
Company  is  not  in  material  default  of  any  of  the  conditions   thereof.
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.


         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.

                                       56

<PAGE>

         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 Investor
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.

Covenants of the Investor Investor 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.  Without  limiting the generality of the foregoing,  the Investor agrees
that it  will,  whenever  required  by  federal  securities  laws,  deliver  the
prospectus included in the Registration Statement to any purchaser of Put Shares
from the Investor.  No Short Sales.  The Investor and its  affiliates  shall not
engage in short sales of the  Company's  Common Stock (as defined in  applicable
SEC and NASD rules) during the Commitment Period.


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.

         Listing of Common  Stock.  The Company  hereby  agrees to maintain  the
listing of the Common Stock on a Principal  Market,  and as soon as  practicable
(but in any event prior to the  commencement  of the Commitment  Period) to list
the Put Shares and the  Warrant  Shares.  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 Put Shares and the Warrant  Shares and
will take such other  action as is  necessary or desirable in the opinion of the
investor to cause the Common Stock 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 the  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  Investor  with
copies of any correspondence to or from such Principal Market which questions or
threatens delisting of the Common Stock, within one Trading Day of the Company's
receipt thereof.

                                       57

<PAGE>

         Exchange Act  Registration.  The Company will cause its Common Stock to
continue to be registered under Section 12(g) or 12(b) 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 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.

         Legends. The certificates evidencing the Common Stock to be sold to the
Investor shall be free of restrictive legends.

         Corporate  Existence.  The  Company  will take all steps  necessary  to
preserve and continue the corporate existence of the Company.

         Additional SEC Documents.  During the  Commitment  Period,  the Company
will deliver to the Investor, as and when the originals thereof are submitted to
the SEC for filing, copies of all SEC Documents so furnished or submitted to the
SEC, or else notify the Investor that such  documents are available on the EDGAR
system.

         Notice of Certain Events Affecting Registration; Suspension of Right to
Make a Put. The Company will immediately notify the Investor upon the occurrence
of any of the following events in respect of a registration statement or related
prospectus in respect of an offering of Registrable  Securities;  (i) receipt of
any  request for  additional  information  from the SEC or any other  federal or
state  governmental   authority  during  the  period  of  effectiveness  of  the
Registration  Statement  the response to which would  require any  amendments or
supplements  to the  registration  statement  or  related  prospectus;  (ii) the
issuance by the SEC or any other federal or state governmental  authority of any
stop order suspending the  effectiveness  of the  Registration  Statement or the
initiation  of  any  proceedings   for  that  purpose;   (iii)  receipt  of  any
notification  with respect to the suspension of the  qualification  or exemption
from  qualification  of  any of  the  Registrable  Securities  for  sale  in any
jurisdiction  or the  initiation  or  threatening  of any  proceeding  for  such
purpose;  (iv) the happening of any event that makes any  statement  made in the
Registration  Statement or related  prospectus or any document  incorporated  or
deemed to be incorporated therein by reference untrue in any material respect or
that requires the making of any changes in the Registration  Statement,  related
prospectus or documents so that, in the case of the Registration  Statement,  it
will not contain any untrue  statement  of a material  fact or omit to state any
material fact required to be stated  therein or necessary to make the statements
therein not misleading,  and that in the case of the related prospectus, it will
not  contain  any  untrue  statement  of a  material  fact or omit to state  any
material fact required to be stated  therein or necessary to make the statements
therein,  in the light of the  circumstances  under  which they were  made,  not
misleading; and (v) the Company's reasonable determination that a post-effective
amendment to the  Registration  Statement would be appropriate;  and the Company
will promptly make available to the Investor any such supplement or amendment to
the related  prospectus.  The Company  shall not deliver to the Investor any Put
Notice during the continuation of any of the foregoing events.

         Expectations  Regarding  Put  Notices.  Within  ten (10) days after the
commencement of each calendar quarter  occurring  subsequent to the commencement
of the Commitment Period, the Company must notify the Investor,  in writing,  as
to its  reasonable  expectations  as to the  dollar  amount it  intends to raise
during such calendar quarter, if any, through the issuance of Put Notices.  Such
notification  shall  constitute only the Company's good faith estimate and shall
in no way obligate the Company to raise such amount, or any amount, or otherwise
limit its ability to deliver Put  Notices.  The failure by the Company to comply
with this  provision  can be cured by the Company's  notifying the Investor,  in
writing,  at any time as to its  reasonable  expectations  with  respect  to the
current calendar quarter.

                                       58

<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 Investor such shares of stock and/or securities
as the Investor is entitled to receive pursuant to this Agreement.

         Limitation  on Future  Financing.  The Company  agrees that it will not
enter into any sale of its securities for cash at a discount to its then-current
bid price during the Commitment  Period 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 the
Investor,  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.

Conditions to Delivery of Puts and Conditions to Closing
         Conditions Precedent to the Obligation of the Company to Issue and Sell
Common Stock. The obligation  hereunder of the Company to issue and sell the Put
Shares to the Investor  incident to each Closing is subject to the satisfaction,
at or before each such Closing, of each of the conditions set forth below.

                  (a) Accuracy of the Investor's  Representation and Warranties.
The  representations and warranties of the Investor shall be true and correct in
all  material  respects as of the date of this  Agreement  and as of the date of
each such Closing as though made at each such time.

                  (b)  Performance  by the  Investor.  The  Investor  shall have
performed,  satisfied and complied in all material  respects with all covenants,
agreements and conditions required by this Agreement to be performed,  satisfied
or complied with by the Investor at or prior to such Closing, and Investor shall
provide  a  certificate  to the  Company,  substantially  in the  form  of  that
delivered by the Investor.

         Conditions  Precedent  to the  Right of the  Company  to  Deliver a Put
Notice and the  Obligation of the Investor to Purchase Put Shares.  The right of
the Company to deliver a Put Notice and the obligation of Investor  hereunder to
acquire  and pay for the Put  Shares  incident  to a Closing  is  subject to the
satisfaction,  on both (i) the date of  delivery of such Put Notice and (ii) the
applicable Closing Date (each a "Condition  Satisfaction  Date"), of each of the
following conditions:

                  (a) Closing Certificate. All representations and warranties of
the Company  contained  herein  shall  remain true and correct as of the Closing
Date as though made as of such date and the Company  shall have  delivered  into
escrow an Officer's Certificate signed by its Chief Executive Officer certifying
that all of the Company's  representations and warranties herein remain true and
correct as of the Closing Date and that the Company has  performed all covenants
and satisfied  all  conditions to be performed or satisfied by the Company prior
to such Closing;

                                       59

<PAGE>

                  (b) Blue Sky. The Company  shall have obtained all permits and
qualifications  required by any state for the offer and sale of the Common Stock
to the  Investor  and by the  Investor as set forth in the  Registration  Rights
Agreement or shall have the availability of exemptions therefrom;

                  (c) Delivery of Put Shares.  Delivery into escrow or to DTC of
the Put Shares;

                  (d) Opinion of Counsel.  Receipt by the Investor of an opinion
of counsel to the Company, in the form of Exhibit D hereto; and

                  (e) Transfer Agent.  Delivery to the Company's  transfer agent
of  instructions  to such  transfer  agent  in  form  and  substance  reasonably
satisfactory to the Investor.

                  (f)  Registration  of the  Common  Stock  with  the  SEC.  The
Registration  Statement shall have previously  become effective and shall remain
effective and available for making  resales of the Put Shares and Warrant Shares
by the Investor on each Condition  Satisfaction Date and (i) neither the Company
nor the Investor  shall have received  notice that the SEC has issued or intends
to issue a stop order with respect to the Registration Statement or that the SEC
otherwise  has  suspended or withdrawn  the  effectiveness  of the  Registration
Statement, either temporarily or permanently, or intends or has threatened to do
so (unless the SEC's concerns have been addressed and the Investor is reasonably
satisfied that the SEC no longer is considering or intends to take such action),
and (ii) no other  suspension of the use or withdrawal of the  effectiveness  of
the Registration Statement or related prospectus shall exist.

                  (g)   Authority.   The  Company  will  satisfy  all  laws  and
regulations pertaining to the sale and issuance of the Put Shares.

                  (h)  Performance  by  the  Company.  The  Company  shall  have
performed,  satisfied and complied in all material  respects with all covenants,
agreements and conditions  required by this Agreement,  the Registration  Rights
Agreement and the Escrow  Agreement to be performed,  satisfied or complied with
by the Company at or prior to each Condition Satisfaction Date.

                  (i) No Injunction.  No statute,  rule,  regulation,  executive
order,  decree,   ruling  or  injunction  shall  have  been  enacted,   entered,
promulgated  or endorsed by any court or  governmental  authority  of  competent
jurisdiction  that  prohibits  or  directly  and  adversely  affects  any of the
transactions  contemplated by this Agreement,  and no proceeding shall have been
commenced that may have the effect of prohibiting or adversely  affecting any of
the transactions contemplated by this Agreement.

                  (j) Adverse Changes. Since the date of filing of the Company's
most recent SEC Document,  no event that had or is  reasonably  likely to have a
Material Adverse Effect has occurred.

                  (k) No  Suspension of Trading In or Delisting of Common Stock.
The trading of the Common Stock (including,  without limitation, the Put Shares)
is not  suspended  by the SEC or the  Principal  Market,  and the  Common  Stock
(including,  without  limitation,  the Put Shares)  shall have been approved for
listing or  quotation  on and shall not have been  delisted  from the  Principal
Market.  The issuance of shares of Common  Stock with respect to the  applicable
Closing, if any, shall not violate the shareholder approval  requirements of the
Principal Market.  The Company shall not have received any notice threatening to
delist the Common Stock from the Principal Market.

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                  (l) No  Knowledge.  The Company has no  knowledge of any event
more likely than not to have the effect of causing such  Registration  Statement
to be suspended or otherwise  ineffective  (which event is reasonably  likely to
occur  within the thirty (30) Trading  Days  following  the Trading Day on which
such Notice is deemed delivered).

                  (m) Trading  Cushion.  The Trading  Cushion shall have elapsed
since the next preceding Put Date.

                  (n) Other. On each Condition  Satisfaction  Date, the Investor
shall have received and been reasonably  satisfied with such other  certificates
and documents as shall have been  reasonably  requested by the Investor in order
for the Investor to confirm the Company's  satisfaction  of the  conditions  set
forth in this Section 7.2.

Due Diligence Review; Non-Disclosure of Non-Public Information.
         Due Diligence  Review.  The Company shall make available for inspection
and review by the Investor, advisors to and representatives of the Investor (who
may or may not be affiliated with the Investor and who are reasonably acceptable
to  the  Company),  any  underwriter  participating  in any  disposition  of the
Registrable  Securities on behalf of the Investor  pursuant to the  Registration
Statement, any such registration statement or amendment or supplement thereto or
any blue sky, NASD 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  Investor  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  Investor  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.
                  (a) The Company shall not disclose  non-public  information to
the Investor,  advisors to or  representatives  of the Investor  unless prior to
disclosure of such information the Company  identifies such information as being
non-public   information   and  provides  the   Investor,   such   advisors  and
representatives  with the  opportunity  to  accept  or  refuse  to  accept  such
non-public information for review. The Company may, as a condition to disclosing
any  non-public  information  hereunder,  require the  Investor's  advisors  and
representatives  to enter into a  confidentiality  agreement in form  reasonably
satisfactory to the Company and the Investor.

                  (b)  The  Company  represents  that it  does  not  disseminate
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, immediately notify the advisors and representatives of the
Investor  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  non-public  information
(whether or not requested of the Company  specifically  or generally  during the
course of due diligence by such persons or entities),

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<PAGE>

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 Investor  (without the written consent of the
Investor  prior to disclosure  of such  information)  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.

Transfer Agent Instructions
         Transfer Agent Instructions.  Upon each Closing, the Company will issue
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 to deliver the Put Shares
without restrictive legends to the Escrow Agent.

         No Legend or Stock Transfer Restrictions.  No legend shall be placed on
the share certificates  representing the Put Shares and no instructions or "stop
transfer   orders,"  so  called,   "stock  transfer   restrictions,"   or  other
restrictions  have been or shall be given to the Company's  transfer  agent with
respect thereto.

         Investor's Compliance.  Nothing in this Article shall affect in any way
the  Investor's  obligations  under any agreement to comply with all  applicable
securities laws upon resale of the Put Shares.

Choice of Law
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 or any Exhibit
attached hereto 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 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. The Board of Arbitration shall
be  authorized  and is  directed to enter a default  judgment  against any party
refusing to participate in the arbitration  proceeding within thirty days of any
deadline for such participation. Any decision made by the Board of Arbitration

                                       62

<PAGE>

(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 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 Investor or the Company
hereunder  may be  assigned  by  either  party to any  other  person  except  by
operation of law. Notwithstanding the foregoing,  upon the prior written consent
of the Company,  which consent shall not  unreasonably be withheld or delayed in
the case of an  assignment  to an  affiliate  of the  Investor,  the  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 hereby.


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) personally served,  (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)
transmitted by hand  delivery,  telegram,  or 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 second  business  day  following  the date of mailing by reputable
courier  service,  fully  prepaid,  addressed  to such  address,  or upon actual
receipt of such  mailing,  whichever  shall first occur.  The addresses for such
communications  shall be:

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

                                       63

<PAGE>

if to the Investor:           c/o Dr. Dr. Batliner & Partner
                              Aeulestrasse 74
                              FL-9490 Vaduz, Liechtenstein
                              Attention:  Hans Gassner
                              Telephone:
                              Facsimile: 011-075-231-0405

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 at least ten (10) days'  prior
written  notice of such changed  address or facsimile  number to the other party
hereto.

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.

Entire Agreement.  This Agreement,  the Exhibits hereto,  which include, but are
not limited to the Escrow Agreement,  the Registration  Rights Agreement and the
Warrants,  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.

Survival;   Severability.   The  representations,   warranties,   covenants  and
agreements of the parties  hereto shall survive each Closing  hereunder.  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.

Title and  Subtitles.  The titles and subtitles  used in this Agreement are used
for convenience  only and are not to be considered in construing or interpreting
this  Agreement.  Reporting  Entity for the Common Stock.  The reporting  entity
relied upon for the  determination of the trading price or trading volume of the
Common Stock on any given Trading Day for the purposes of this  Agreement  shall
be Bloomberg,  L.P. or any successor thereto.  The written mutual consent of the
Investor and the Company shall be required to employ any other reporting entity.

                                       64

<PAGE>

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 Put 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 and amount to the Company
(which shall not exceed that  required by the  Company's  transfer  agent in the
ordinary course) 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  Investors'  counsel in the amount of
$10,000 plus $1,000 per Closing of a Put.

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  other than Triton West
Group whose fee shall be paid by the Company.  The Company on the one hand,  and
the Investor,  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.

         Section 13.9  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  Investor,  which shall not be
unreasonably  withheld  nor delayed by more than two (2)  Trading  Days from its
receipt of such  proposed  release;  provided,  however,  that if the Company is
advised by its outside  counsel  that it is  required  by law or the  applicable
rules  of any  Principal  Market  to issue  any such  press  release  or  public
announcement,  then,  it may do so without  the prior  consent of the  Investor,
although  it  shall  be  required  to  provide  prior  notice  (which  may be by
telephone) to the Investor that it intends to issue such press release or public
announcement. No release shall name the Investor without its express consent.

         Section 13.10  Effectiveness of Agreement.  This Agreement shall become
effective  only upon  satisfaction  of the  conditions  precedent to the Initial
Closing set forth in Article I of the Escrow Agreement.

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<PAGE>

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

Dated:  April 27, 2000

MEDIAX CORPORATION

By:  _____________________________
     Rainer Poertner, Chairman

Villabeach Investments Limited

By:  _____________________________
     Hans Gassner, Authorized Signatory

                                       66

<PAGE>



EXHIBIT A

ESCROW AGREEMENT

THIS ESCROW  AGREEMENT  (this  "Agreement") is made as of April 27, 2000, by and
among MediaX Corporation, a corporation incorporated under the laws of the State
of Nevada,  (the "Company"),  Villabeach  Investments  Limited, a British Virgin
Islands corporation ("Investor"), and Epstein Becker & Green, P.C., (the "Escrow
Agent").  Capitalized  terms used but not defined herein shall have the meanings
set forth in the  Private  Equity  Line of Credit  Agreement  referred to in the
first recital.

W I T N E S S E T H:

WHEREAS,  the  Investor  will from  time to time as  requested  by the  Company,
purchase  shares of the Company's  Common Stock from the Company as set forth in
that certain Private Equity Line of Credit Agreement (the "Purchase  Agreement")
dated the date hereof between the Investor and the Company, which will be issued
as per the terms and conditions  contained herein and in the Purchase Agreement;
and

WHEREAS,  the Company and the Investor have requested that the Escrow Agent hold
in escrow and then distribute the initial  documents and certain funds which are
conditions  precedent to the effectiveness of the Purchase  Agreement,  and have
further  requested  that upon each  exercise of a Put, the Escrow Agent hold the
relevant  documents and the  applicable  purchase  price pending  receipt by the
Investor of certificates representing the securities issuable upon such Put;

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:

TERMS OF THE ESCROW FOR THE INITIAL CLOSING
The parties  hereby agree to  establish an escrow  account with the Escrow Agent
whereby the Escrow Agent shall hold the funds and documents which are referenced
in Section 7.2 of the Purchase Agreement.

At the Initial Closing, the Company shall deliver to the Escrow Agent:

the  original  Warrant  certificate  in the form of  Exhibit  D to the  Purchase
Agreement;

the original executed  Registration Rights Agreement in the form of Exhibit C to
the Purchase Agreement;

the original executed opinion of Weed & Co. L.P. counsel of the Company,  in the
form of Exhibit E to the Purchase  Agreement;

the sum of $10,000;  a certificate  representing five thousand (5,000) shares of
Common Stock issued to Triton West Group (the "Triton Certificate");

the original executed Company counterpart of this Escrow Agreement;

and the original executed Company counterpart of the Purchase Agreement.

Upon  receipt of the  foregoing,  and  receipt  of  executed  counterparts  from
Investor of the Purchase  Agreement,  the Registration Rights Agreement and this
Escrow  Agreement,  the Escrow Agent shall  calculate the exercise  price of the
Warrant and enter the Exercise Price, the Commencement Date and Termination Date
of the Warrant on the face of the Warrant and  immediately  transfer  the sum of
Ten Thousand Dollars  ($10,000) to Epstein Becker & Green,  P.C.  ("EB&G"),  250
Park  Avenue,   New  York,  New  York  10177  for  the   Investor's   legal  and
administrative costs and the Escrow Agent shall then arrange to have the Warrant
certificate,  the Purchase  Agreement,  this Escrow Agreement,  the Registration
Rights  Agreement  and the opinion of counsel  delivered to the Investor and the
Triton Certificate to Triton West Group.

                                       68

TERMS OF THE ESCROW FOR EACH PUT
Each time the Company shall send a Put Notice to the Investor as provided in the
Purchase  Agreement,  it shall send a copy, by  facsimile,  to the Escrow Agent.
Each time the Investor  shall  purchase  shares  pursuant to a Put, the Investor
shall  send the  applicable  Investment  Amount of the Put  Shares to the Escrow
Agent on or before the Closing  Date for such Put. The Company  shall  promptly,
but no later than five (5) Trading Days after  receipt of notice from the Escrow
Agent that it has the funds for the  Investment  Amount cause its Transfer Agent
to deliver the Put Shares to Investor's  account  through the  Depository  Trust
Company, if possible,  or else to deliver such certificates to the Escrow Agent.
In the event that the  certificates  representing  the Put Shares are not in the
Investor's or the Escrow Agent's  possession within five (5) Trading Days of the
date of the Escrow Agent's notice, then Investor shall have the right to demand,
by notice,  the return of the  Investment  Amount,  and the Put Notice  shall be
deemed  cancelled.  The Escrow Agent shall within one (1) Trading Day of Closing
wire the Investment Amount per the written instructions of the Company net of: a
finder's  fee to Triton  West Group  equal to, (i) as to each of the initial six
Puts,  if any,  .3333% of the  Commitment  Amount plus three percent (3%) of the
applicable Investment Amount and, (ii) as to each subsequent Put thereafter,  if
any, three percent (3%) of the applicable Investment Amount;

and One Thousand Dollars ($1,000) as escrow expenses to the Escrow Agent.

The Escrow  Agent shall remit  finder's  fee to Triton West Group in  accordance
with wire instructions that will be sent to Escrow Agent from Triton West Group.

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 an 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 by fax,  overnight
courier,   registered  or  certified  mail,  postage  prepaid,   return  receipt
requested,  and shall be deemed received upon receipt  thereof,  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 their  respective  agents duly authorized in writing
or as otherwise expressly permitted herein.

                                       68

<PAGE>

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.  Except as  expressly  set forth  herein,  any  action to
enforce,  arising  out of, or  relating  in any way to, any  provisions  of this
Escrow Agreement shall brought through the American  Arbitration  Association at
the  designated  locale of New York,  New York as is more fully set forth in the
Purchase Agreement.

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,  excepting only its own gross negligence or willful  misconduct,  and any
act done or  omitted by the Escrow  Agent  pursuant  to the advice of the Escrow
Agent's  attorneys-at-law  (other than Escrow Agent  itself) 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 or hereunder.

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 Investor, and may
continue  to act  as  legal  counsel  for  the  Investor,  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 Investor 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 Investor.
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.

                                       69

<PAGE>

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 State and City of New York in  accordance  with
the applicable  procedure  therefor.  The Company and the 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.

                                       70

<PAGE>

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

     Dated:  April 27, 2000

                                        MEDIAX CORPORATION
                                        By:
                                             ----------------------------------
                                             Rainer Poertner, President

                                        INVESTOR:

                                        Villabeach Investments Limited

                                        By:
                                             ----------------------------------
                                             Hans Gassner, Authorized Signatory

                                        ESCROW AGENT:

                                        By:
                                             ----------------------------------
                                             Robert F. Charron, Authorized
                                             Signatory

                                       71

<PAGE>

EXHIBIT B

PUT NOTICE/COMPLIANCE CERTIFICATE

MediaX, Inc.

         The  undersigned  hereby  certifies,  with  respect to shares of Common
Stock of MediaX,  Inc.  (the  "Company")  issuable in  connection  with this Put
Notice and Compliance Certificate dated _____________ (the "Notice"),  delivered
pursuant to Article II of the Private Equity Line of Credit  Agreement  dated as
of April __, 2000 (the "Agreement"), as follows:

1.   The undersigned is the duly appointed President of the Company.

2.   The  representations  and  warranties  of  the  Company  set  forth  in the
     Agreement  are true and correct in all material  respects as though made on
     and as of the date  hereof  and all SEC  Documents  are as  represented  in
     Section 4.5 of the Agreement.

3.   The Company has  performed  in all  material  respects  all  covenants  and
     agreements  to be  performed by the Company on or prior to the date of this
     Put Notice and has complied in all material  respects with all  obligations
     and conditions contained in the Agreement.

4.   The Investment Amount is $___________.

5.   The Threshold Price per share is $ ___________.

The undersigned has executed this Certificate this ____ day of ________, _____.

NASTECH PHARMACEUTICAL
COMPANY INC.

------------------------
President

                                       72

<PAGE>

EXHIBIT C

REGISTRATION RIGHTS AGREEMENT

THIS  REGISTRATION  RIGHTS AGREEMENT,  dated as of the 27th day of April,  2000,
between  Villabeach  Investments  Limited ("Holder") and MediaX  Corporation,  a
corporation  incorporated under the laws of the State of Nevada (the "Company").

WHEREAS,  simultaneously  with the  execution  and  delivery of this  Agreement,
pursuant to a Private Equity Line of Credit Agreement dated the date hereof (the
"Purchase  Agreement")  the Holder has committed to purchase up to $6,000,000 of
the  Company's  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 Holder the registration rights set forth herein with respect to the
Put Shares and the Blackout  Shares  issuable upon exercise of the Company's Put
rights from time to time and the Warrant Shares (hereinafter  referred to as the
"Put Shares" or "Stock" or "Securities"  of the Company).

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

Registrable Securities. As used herein the term "Registrable Security" means the
Securities  until (i) all Put Shares and Warrant  Shares  have been  disposed of
pursuant to the Registration  Statement,  (ii) all Put Shares and Warrant 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 Put  Shares  and  Warrant  Shares  have been
otherwise   transferred  to  persons  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 Put Shares and  Warrant
Shares not bearing a restrictive  legend or (iv) such time as, in the opinion of
counsel to the  Company,  all Put Shares and Warrant  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.  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.

Restrictions on Transfer.  The Holder  acknowledges  and understands that in the
absence of an effective  Registration  Statement  authorizing  the resale of the
Securities as provided  herein,  the Securities are  "restricted  securities" as
defined in Rule 144 promulgated  under the Act. The Holder  understands  that no
disposition  or transfer of the  Securities may be made by Holder in the absence
of (i) an opinion of counsel to the  Holder,  in form and  substance  reasonably
satisfactory to the Company, that such transfer may be made without registration
under the Securities Act or (ii) such registration.

With a view to making available to the Holder 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  Holder to sell  securities  of the  Company to the
public without registration ("Rule 144"), the Company agrees to:

comply with the  provisions  of paragraph  (c)(1) of Rule 144; and file with the
Commission  in a timely  manner all reports and other  documents  required to be
filed by the Company  pursuant to Section 13 or 15(d)  under the  Exchange  Act;
and, if at any time it is not  required to file such reports but in the past had
been  required  to or did file such  reports,  it will,  upon the request of any
Holder,  make  available  other  information  as  required  by,  and so  long as
necessary to permit sales of, its Registrable Securities pursuant to Rule 144.

                                       74

<PAGE>

Registration  Rights With Respect to the Securities.  The Company agrees that it
will   prepare   and  file  with  the   Securities   and   Exchange   Commission
("Commission"),   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
Holder.

  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.  If the  Registration  Statement  is not  declared  effective  by
September 30, 2000,  this Agreement and the Purchase  Agreement  shall terminate
and the Company shall pay Investor the sum of $25,000 as liquidated damages. The
number of shares designated in the Registration Statement to be registered shall
be at least 2,500,000 and shall include appropriate  language regarding reliance
upon Rule 416 to the extent permitted by the Commission. The Company will notify
Holder of the effectiveness of the Registration Statement within one Trading Day
of such event.

The Company will maintain the Registration Statement or post-effective amendment
filed under this Section 3 hereof  effective  under the Securities Act until the
earlier of (i) the date that none of the Securities are or may become issued and
outstanding, (ii) the date that all of the Securities have been sold pursuant to
the  Registration  Statement,  (iii) the date the  holders  thereof  receive  an
opinion of counsel to the Company,  which counsel shall be reasonably acceptable
to the Holder,  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
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 Holder (the  "Effectiveness  Period").

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  Holder  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 its
counsel.  The Holder and its  counsel  shall have a  reasonable  period,  not to
exceed ten (10) Trading Days, to review the proposed  Registration  Statement or
any  amendment  thereto,  prior to filing with the  Commission,  and the Company
shall provide each Holder with copies of any comment  letters  received from the
Commission with respect thereto within two (2) Trading Days of receipt  thereof.
The Company  shall make  reasonably  available  for  inspection  by Holder,  any
underwriter  participating  in any  disposition  pursuant  to  the  Registration
Statement,  and any attorney,  accountant or other agent retained by such Holder
or any such  underwriter  all relevant  financial and other  records,  pertinent
corporate  documents  and  properties of the Company and its  subsidiaries,  and
cause the Company's officers,  directors and employees to supply all information

                                       74

<PAGE>

reasonably  requested  by  such  Holder  or  any  such  underwriter,   attorney,
accountant or agent in connection with the Registration Statement, in each case,
as is customary for similar due diligence examinations;  provided, however, that
all records,  information  and documents  that are  designated in writing by the
Company, in good faith, as confidential,  proprietary or containing any material
non-public  information  shall be kept  confidential by such Holder and any such
underwriter,   attorney,   accountant  or  agent  (pursuant  to  an  appropriate
confidentiality  agreement in the case of any such Holder or agent), unless such
disclosure is made  pursuant to judicial  process in a court  proceeding  (after
first giving the Company an opportunity  promptly to seek a protective  order or
otherwise  limit the scope of the  information  sought  to be  disclosed)  or is
required by law, or such records,  information or documents  become available to
the  public  generally  or  through  a  third  party  not  in  violation  of  an
accompanying  obligation of  confidentiality;  and provided further that, if the
foregoing  inspection and  information  gathering  would  otherwise  disrupt the
Company's  conduct of its business,  such inspection and  information  gathering
shall,  to the maximum extent  possible,  be coordinated on behalf of the Holder
and the other parties entitled thereto by one firm of counsel designed by and on
behalf of the  majority  in interest  of Holder and other  parties.  The Company
shall  qualify  any of the  securities  for sale in such  states as such  Holder
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 Holder with copies of the
Registration  Statement and the  prospectus  included  therein and other related
documents in such quantities as may be reasonably  requested by the Holder.

  The
Company shall not be required by this Section 3 to include a Holder's Securities
in any Registration Statement which is to be filed if, in the opinion of counsel
for both the Holder and the Company (or,  should they not agree,  in the opinion
of another counsel  experienced in securities law matters  acceptable to counsel
for the Holder 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. 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.

 If at any time or
from time to time after the effective date of the  Registration  Statement,  the
Company notifies the Holder in writing of the existence of a Potential  Material
Event (as defined in Section 3(g) below), the Holder 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 such Holder  receives  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 if the
Company so suspends the right to such holders of Securities for more than thirty
(30) days in the aggregate  during any twelve month  period,  during the periods
the Registration Statement is required to be in effect such excess periods shall
be a Registration  Default,  and shall entitle the Investor to receive  Blackout
Shares as provided in the  Purchase  Agreement.  If a Potential  Material  Event
shall  occur prior to the date the  Registration  Statement  is filed,  then the
Company's obligation to file the Registration Statement shall be delayed without
penalty for not more than thirty (30) days.  The Company must give Holder notice
in writing at least two (2) Trading  Days prior to the first day of the blackout
period,  if  lawful  to do  so.

                                       75

<PAGE>

"Potential Material Event" means any of the following: (a) the possession by the
Company  of  material   information  that  is  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 or that  disclosure  of such
information in the  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  Registration  Statement would be
materially misleading absent the inclusion of such information.

Cooperation with Company. Holder 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 Holder and proposed manner of sale of the  Registrable  Securities
required to be  disclosed  in the  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  its
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. The Holder consents to be named as a
statutory underwriter in the Registration Statement.

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
Holder's assistance and cooperation as reasonably required:

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 Holder of such
Registrable  Securities  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,  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;

                                       76

<PAGE>

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 Holders
and  reflect in such  documents  all such  comments  as the  Holders  (and their
counsel)  reasonably may propose and (ii) furnish to each Holder 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 Holder may reasonably  request in
order to facilitate the public sale or other disposition of the securities owned
by such Holder;

register  and qualify the  Registrable  Securities  covered by the  Registration
Statement under such other securities or blue sky laws of such  jurisdictions as
the Holder shall  reasonably  request  (subject to the  limitations set forth in
Section  3(d)  above),  and do any and all other  acts and  things  which may be
necessary or advisable  to enable each Holder to  consummate  the public sale or
other  disposition in such  jurisdiction of the securities owned by such Holder,
except that the Company shall not for any such purpose be required to qualify to
do business as a foreign  corporation in any  jurisdiction  wherein it is not so
qualified or to file therein any general consent to service of process;

list such Registrable  Securities on the Primary Market,  and any other exchange
on which the Common Stock of the Company is then listed,  if the listing of such
Registrable Securities is then permitted under the rules of such exchange;

notify each Holder 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;

as promptly as practicable  after  becoming  aware of such event,  notify Holder
(or, in the event of an underwritten offering, the managing underwriters) of the
issuance by the  Commission  or any state  authority  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;

cooperate with the Holder 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
Holder  reasonably  may request and  registered  in such names as the Holder may
request;

and,  within three 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  Holder)  an  appropriate
instruction and, to the extent necessary, an opinion of such counsel;

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

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 maintain a transfer agent and registrar for its Common Stock.

                                       77

<PAGE>

Indemnification.  The Company  agrees to indemnify  and hold harmless the Holder
and each  person,  if any,  who  controls  the Holder  within the meaning of the
Securities Act ("Distributing  Holder") 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), to which the  Distributing
Holder 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 the  Registration  Statement,  or any related
preliminary prospectus,  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  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 the  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  Holder,  specifically  for use in the  preparation
thereof.  This Section  6(a) shall not inure to the benefit of any  Distributing
Holder  with  respect  to any  person  asserting  such  loss,  claim,  damage or
liability who purchased the Registrable Securities which are the subject thereof
if the  Distributing  Holder  failed  to  send  or  give  (in  violation  of the
Securities Act or the rules and  regulations  promulgated  thereunder) a copy of
the  prospectus  contained in such  Registration  Statement to such person at or
prior to the written confirmation to such person of the sale of such Registrable
Securities,  where the  Distributing  Holder  was  obligated  to do so under the
Securities  Act  or the  rules  and  regulations  promulgated  thereunder.  This
indemnity  agreement will be in addition to any liability  which the Company may
otherwise have.

Each  Distributing  Holder  agrees that it will  indemnify and hold harmless the
Company,  and each  officer,  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) 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
the  Registration  Statement,  or  any  related  preliminary  prospectus,  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  the  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  such  Distributing  Holder,  specifically  for  use in the
preparation  thereof.  This  indemnity  agreement  will  be in  addition  to any
liability  which the  Distributing  Holder may otherwise  have.  Notwithstanding
anything to the contrary herein,  the Distributing  Investor shall not be liable
under this  Section  6(b) for any amount in excess of the net  proceeds  to such
Distributing Investor as a result of the sale of Registrable Securities pursuant
to the Registration Statement.

                                       78

<PAGE>

Promptly after receipt by an indemnified party under this Section 6 of notice of
the  commencement  of any action,  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 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 of
actual prejudice demonstrated by the indemnifying party. 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  party shall have the right to
employ  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;
provided that if the indemnified party is the Distributing  Holder, the fees and
expenses of such counsel  shall be at the expense of the  indemnifying  party if
(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 Distributing  Holder and the
indemnifying  party and the Distributing  Holder shall have been advised by such
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  Distributing  Holder (in which case the  indemnifying
party shall not have the right to assume the defense of such action on behalf of
the Distributing  Holder,  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 Distributing Holder,
which  firm shall be  designated  in writing  by the  Distributing  Holder).  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.

         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).

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

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<PAGE>

part of any indemnified party, then the Company and the applicable  Distributing
Holder 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), 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  Holder  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  Holder 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) Holder be required to undertake liability to any person under this
Section 7 for any amounts in excess of the dollar  amount of the net proceeds to
be received by such Holder from the sale of such Holder's Registrable Securities
(after  deducting  any  fees,  discounts  and  commissions  applicable  thereto)
pursuant to any Registration  Statement under which such Registrable  Securities
are to be 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 the Registration Statement.

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) personally served,  (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)
transmitted by hand  delivery,  telegram,  or 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 second  business  day  following  the date of mailing by reputable
courier  service,  fully  prepaid,  addressed  to such  address,  or upon actual
receipt of such  mailing,  whichever  shall first occur.  The addresses for such
communications shall be as set forth in the Purchase Agreement.

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<PAGE>

         Either  party  hereto  may from  time to time  change  its  address  or
facsimile  number for notices  under this  Section 8 by giving at least ten (10)
days' prior written  notice of such changed  address or facsimile  number to the
other party  hereto.

Assignment.  Neither this  Agreement nor any rights of the Holder 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 transferee of any of the Common Stock  purchased
by the  Investor  pursuant  to the  Purchase  Agreement,  and (b) upon the prior
written consent of the Company, which consent shall not be unreasonably withheld
or delayed in the case of an  assignment  to an  affiliate  of the  Holder,  the
Holder'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 Holder) who
agrees to be bound hereby.

Additional  Covenants of the Company. The Company agrees that at such time as it
meets all the requirements for the use of Securities Act Registration  Statement
on Form S-3 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.

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  party.  In  lieu  of the  original,  a  facsimile
transmission  or copy of the original  shall be as effective and  enforceable as
the original.

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.  It is hereby stipulated and declared
to be the  intention of the parties that they would have  executed the remaining
terms, provisions, covenants and restrictions without including any of such that
may be hereafter declared invalid, illegal, void or unenforceable.

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.

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.

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

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<PAGE>

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.  The Board of  Arbitration  shall be authorized  and is
directed to enter a default  judgment  against any party refusing to participate
in the  arbitration  proceeding  with  thirty  days  of any  deadline  for  such
participation. 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  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.

Severability.  If any provision of this  Agreement  shall for any reason be held
invalid or unenforceable,  such invalidity or  unenforceablity  shall not affect
any other  provision  hereof and this  Agreement  shall be  construed as if such
invalid or unenforceable provision had never been contained herein.

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<PAGE>

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 27, 2000

MEDIAX CORPORATION

By:
     -----------------------------
     Rainer Poertner, Chairman

Villabeach Investments Limited

By:
     -----------------------------
     Hans Gassner, Authorized Signatory

                                       83

<PAGE>

EXHIBIT D

NEITHER  THIS WARRANT NOR THE SHARES  ISSUABLE  UPON  EXERCISE  HEREOF HAVE BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE  "SECURITIES  ACT")
OR ANY OTHER  APPLICABLE  SECURITIES LAWS IN RELIANCE UPON AN EXEMPTION FROM THE
REGISTRATION  REQUIREMENTS OF THE SECURITIES ACT AND SUCH OTHER SECURITIES LAWS.
NEITHER THIS WARRANT NOR THE SHARES  ISSUABLE UPON EXERCISE  HEREOF MAY BE SOLD,
PLEDGED, TRANSFERRED,  ENCUMBERED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN
EFFECTIVE  REGISTRATION  STATEMENT  UNDER THE SECURITIES ACT OR IN A TRANSACTION
WHICH IS EXEMPT FROM REGISTRATION UNDER THE PROVISIONS OF THE SECURITIES ACT.

STOCK PURCHASE WARRANT

To Purchase 100,000 Shares of Common Stock of

MEDIAX CORPORATION

THIS CERTIFIES that, for value  received,  Villabeach  Investments  Limited (the
"Holder"), is entitled, upon the terms and subject to the conditions hereinafter
set forth, at any time on or October __, 2000 (the "Initial  Exercise Date") and
on or prior to the close of  business  on  October  __,  2003 (the  "Termination
Date")  but  not   thereafter,   to  subscribe  for  and  purchase  from  MediaX
Corporation,  a Nevada  corporation (the "Company"),  up to one hundred thousand
(100,000)  shares (the "Warrant  Shares") of Common Stock,  $.0001 par value, of
the Company (the  "Common  Stock").  The  purchase  price of one share of Common
Stock  (the  "Exercise  Price")  under this  Warrant  shall be $___ (125% of the
Market Price on the Closing  Date).  The Exercise Price and the number of shares
for which the Warrant is exercisable  shall be subject to adjustment as provided
herein.  In the event of any conflict  between the terms of this Warrant and the
Private Equity Line of Credit  Agreement  dated April 27, 2000 pursuant to which
this Warrant has been issued (the "Purchase Agreement"),  the Purchase Agreement
shall  control.  Capitalized  terms used and not otherwise  defined herein shall
have the meanings set forth for such terms in the Purchase Agreement.

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<PAGE>

Title to Warrant.  Prior to the Termination  Date and subject to compliance with
applicable  laws,  this Warrant and all rights  hereunder are  transferable,  in
whole or in part, at the office or agency of the Company by the holder hereof in
person or by duly authorized  attorney,  upon surrender of this Warrant together
with the Assignment Form annexed hereto properly endorsed.

Authorization of Shares.  The Company  covenants that all shares of Common Stock
which may be issued upon the  exercise  of rights  represented  by this  Warrant
will,  upon  exercise  of the  rights  represented  by  this  Warrant,  be  duly
authorized,  validly  issued,  fully  paid and  nonassessable  and free from all
taxes,  liens and charges in respect of the issue  thereof  (other than taxes in
respect of any transfer occurring contemporaneously with such issue).

Exercise  of Warrant.  Except as  provided in Section 4 herein,  exercise of the
purchase rights  represented by this Warrant may be made at any time or times on
or after the  Initial  Exercise  Date,  and before the close of  business on the
Termination Date.  Exercise of this Warrant or any part hereof shall be effected
by the surrender of this Warrant and the Notice of Exercise Form annexed  hereto
duly  executed,  at the office of the Company (or such other office or agency of
the Company as it may  designate by notice in writing to the  registered  holder
hereof at the address of such holder  appearing on the books of the Company) and
upon  payment of the  Exercise  Price of the shares  thereby  purchased  by wire
transfer or cashier's  check drawn on a United  States bank,  the holder of this
Warrant shall be entitled to receive a  certificate  for the number of shares of
Common Stock so purchased.  Certificates for shares purchased hereunder shall be
delivered to the holder  hereof  within three (3) Trading Days after the date on
which this Warrant shall have been exercised as aforesaid. This Warrant shall be
deemed to have been  exercised and such  certificate  or  certificates  shall be
deemed to have been issued,  and Holder or any other person so  designated to be
named  therein  shall be deemed to have become a holder of record of such shares
for all  purposes,  as of the date the Warrant has been  exercised by payment to
the Company of the Exercise  Price and all taxes  required to be paid by Holder,
if any,  pursuant to Section 5 prior to the issuance of such  shares,  have been
paid. If this Warrant shall have been exercised in part,  the Company shall,  at
the time of delivery of the  certificate or  certificates  representing  Warrant
Shares,  deliver  to Holder a new  Warrant  evidencing  the  rights of Holder to
purchase the  unpurchased  shares of Common  Stock  called for by this  Warrant,
which new Warrant shall in all other respects be identical with this Warrant. If
a  registration  statement is not effective for the resale of the Warrant Shares
at any time after one year from the date of this Warrant,  this Warrant may also
be  exercised  by means of a "cashless  exercise"  in which the holder  shall be
entitled to receive a certificate for the number of shares equal to the quotient
obtained by dividing [(A-B) (X)] by (A), where:

(A) = the average of the high and low trading  prices per share of Common  Stock
on the Trading Day preceding the date of such election;

(B) = the Exercise Price of the Warrants; and

(X) = the number of shares  issuable upon exercise of the Warrants in accordance
with the terms of this Warrant.

No  Fractional  Shares  or Scrip.  No  fractional  shares or scrip  representing
fractional  shares shall be issued upon the exercise of this Warrant.  As to any
fraction of a share which  Holder would  otherwise be entitled to purchase  upon
such exercise,  the Company shall pay a cash adjustment in respect of such final
fraction in an amount equal to the Exercise Price.

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<PAGE>

Charges, Taxes and Expenses. Issuance of certificates for shares of Common Stock
upon the  exercise of this Warrant  shall be made  without  charge to the holder
hereof for any issue or transfer tax or other  incidental  expense in respect of
the issuance of such certificate,  all of which taxes and expenses shall be paid
by the Company,  and such certificates shall be issued in the name of the holder
of this  Warrant  or in such name or names as may be  directed  by the holder of
this Warrant;  provided,  however,  that in the event certificates for shares of
Common  Stock are to be issued in a name  other  than the name of the  holder of
this Warrant, this Warrant when surrendered for exercise shall be accompanied by
the Assignment Form attached hereto duly executed by the holder hereof;  and the
Company may require, as a condition thereto,  the payment of a sum sufficient to
reimburse it for any transfer tax incidental thereto.

Closing of Books. The Company will not close its shareholder books or records in
any manner which prevents the timely exercise of this Warrant.

Transfer,  Division  and  Combination.
                  (a) Subject to compliance with any applicable securities laws,
transfer of this Warrant and all rights hereunder, in whole or in part, shall be
registered on the books of the Company to be maintained  for such purpose,  upon
surrender of this Warrant at the principal office of the Company,  together with
a written  assignment of this Warrant  substantially in the form attached hereto
duly executed by Holder or its agent or attorney and funds sufficient to pay any
transfer  taxes payable upon the making of such  transfer.  Upon such  surrender
and, if required,  such  payment,  the Company  shall  execute and deliver a new
Warrant  or  Warrants  in the  name  of the  assignee  or  assignees  and in the
denomination or  denominations  specified in such instrument of assignment,  and
shall issue to the assignor a new Warrant evidencing the portion of this Warrant
not so assigned,  and this Warrant shall  promptly be cancelled.  A Warrant,  if
properly  assigned,  may be exercised by a new holder for the purchase of shares
of Common Stock without having a new Warrant issued.

                  (b)  This  Warrant  may be  divided  or  combined  with  other
Warrants  upon  presentation  hereof at the  aforesaid  office  of the  Company,
together with a written notice  specifying the names and  denominations in which
new  Warrants  are to be  issued,  signed by  Holder  or its agent or  attorney.
Subject  to  compliance  with  Section  7(a),  as to any  transfer  which may be
involved in such division or combination,  the Company shall execute and deliver
a new Warrant or Warrants in exchange  for the Warrant or Warrants to be divided
or combined in accordance with such notice.

                  (c) The Company  shall  prepare,  issue and deliver at its own
expense  (other than  transfer  taxes) the new  Warrant or  Warrants  under this
Section 7.

                  (d) The Company agrees to maintain,  at its aforesaid  office,
books for the registration and the registration of transfer of the Warrants.

No Rights as  Shareholder  until  Exercise.  This  Warrant  does not entitle the
holder  hereof to any  voting  rights or other  rights as a  shareholder  of the
Company prior to the exercise hereof. Upon the surrender of this Warrant and the
payment of the aggregate  Exercise Price,  the Warrant Shares so purchased shall
be and be deemed to be issued to such holder as the record  owner of such shares
as of the  close of  business  on the  later of the  date of such  surrender  or
payment.

Loss,  Theft,  Destruction or Mutilation of Warrant.  The Company covenants that
upon  receipt by the Company of evidence  reasonably  satisfactory  to it of the
loss, theft,  destruction or mutilation of this Warrant certificate or any stock
certificate  relating  to the  Warrant  Shares,  and in case of  loss,  theft or
destruction, of indemnity or security reasonably satisfactory to it (which shall
not include the posting of any bond),  and upon  surrender and  cancellation  of
such  Warrant or stock  certificate,  if  mutilated,  the Company  will make and
deliver a new  Warrant or stock  certificate  of like tenor and dated as of such
cancellation, in lieu of such Warrant or stock certificate.

                                       86

<PAGE>

Saturdays,  Sundays,  Holidays, etc. If the last or appointed day for the taking
of any action or the expiration of any right required or granted herein shall be
a  Saturday,  Sunday or a legal  holiday,  then such action may be taken or such
right may be  exercised  on the next  succeeding  day not a Saturday,  Sunday or
legal holiday.

Adjustments  of Exercise Price and Number of Warrant  Shares.  (a) Stock Splits,
etc.  The number and kind of  securities  purchasable  upon the exercise of this
Warrant and the Exercise Price shall be subject to adjustment  from time to time
upon the happening of any of the following.  In case the Company shall (i) pay a
dividend in shares of Common  Stock or make a  distribution  in shares of Common
Stock to holders of its outstanding Common Stock, (ii) subdivide its outstanding
shares of Common Stock into a greater  number of shares of Common  Stock,  (iii)
combine its  outstanding  shares of Common Stock into a smaller number of shares
of  Common  Stock  or  (iv)  issue  any  shares  of  its  capital   stock  in  a
reclassification  of the  Common  Stock,  then  the  number  of  Warrant  Shares
purchasable  upon  exercise of this Warrant  immediately  prior thereto shall be
adjusted  so that the holder of this  Warrant  shall be  entitled to receive the
kind and number of Warrant  Shares or other  securities  of the Company which he
would  have  owned or have  been  entitled  to  receive  had such  Warrant  been
exercised in advance  thereof.  Upon each such adjustment of the kind and number
of Warrant  Shares or other  securities  of the  Company  which are  purchasable
hereunder,  the holder of this Warrant shall  thereafter be entitled to purchase
the number of Warrant Shares or other securities  resulting from such adjustment
at an Exercise Price per Warrant Share or other security obtained by multiplying
the Exercise Price in effect  immediately prior to such adjustment by the number
of  Warrant  Shares  purchasable  pursuant  hereto  immediately  prior  to  such
adjustment and dividing by the number of Warrant  Shares or other  securities of
the Company resulting from such adjustment.  An adjustment made pursuant to this
paragraph shall become  effective  immediately  after the effective date of such
event retroactive to the record date, if any, for such event.


Reorganization,   Reclassification,  Merger,  Consolidation  or  Disposition  of
Assets. In case the Company shall reorganize its capital, reclassify its capital
stock,  consolidate or merge with or into another corporation (where the Company
is not the surviving  corporation or where there is a change in or  distribution
with respect to the Common Stock of the Company), or sell, transfer or otherwise
dispose of all or substantially all its property,  assets or business to another
corporation and, pursuant to the terms of such reorganization, reclassification,
merger,  consolidation  or disposition of assets,  shares of common stock of the
successor  or  acquiring  corporation,  or any  cash,  shares  of stock or other
securities  or property of any nature  whatsoever  (including  warrants or other
subscription  or purchase  rights) in addition to or in lieu of common  stock of
the successor or acquiring corporation ("Other Property"), are to be received by
or distributed to the holders of Common Stock of the Company,  then Holder shall
have the right thereafter to receive,  upon exercise of this Warrant, the number
of shares of common stock of the  successor or acquiring  corporation  or of the
Company, if it is the surviving corporation,  and Other Property receivable upon
or as a result of such reorganization,  reclassification,  merger, consolidation
or disposition of assets by a holder of the number of shares of Common Stock for
which this Warrant is exercisable  immediately  prior to such event.  In case of
any such reorganization,  reclassification, merger, consolidation or disposition
of assets,  the successor or acquiring  corporation  (if other than the Company)
shall expressly  assume the due and punctual  observance and performance of each

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<PAGE>

and every covenant and condition of this Warrant to be performed and observed by
the Company and all the obligations and liabilities  hereunder,  subject to such
modifications  as may be deemed  appropriate  (as  determined  in good  faith by
resolution  of the Board of  Directors  of the  Company) in order to provide for
adjustments  of shares of Common  Stock for which this  Warrant  is  exercisable
which shall be as nearly  equivalent as practicable to the adjustments  provided
for in this Section 11. For purposes of this  Section 11,  "common  stock of the
successor or acquiring  corporation"  shall include stock of such corporation of
any class which is not  preferred as to dividends or assets over any other class
of stock of such  corporation  and which is not subject to redemption  and shall
also include any evidences of indebtedness,  shares of stock or other securities
which  are  convertible  into  or  exchangeable  for  any  such  stock,   either
immediately  or upon the  arrival  of a  specified  date or the  happening  of a
specified  event and any warrants or other  rights to subscribe  for or purchase
any such stock.  The  foregoing  provisions  of this Section 11 shall  similarly
apply to successive reorganizations,  reclassifications, mergers, consolidations
or disposition of assets.

Voluntary Adjustment by the Company. The Company may at any time during the term
of this Warrant,  reduce the then current  Exercise  Price to any amount and for
any period of time deemed appropriate by the Board of Directors of the Company.

Notice of Adjustment. Whenever the number of Warrant Shares or number or kind of
securities or other  property  purchasable  upon the exercise of this Warrant or
the Exercise Price is adjusted,  as herein provided,  the Company shall promptly
mail by registered or certified mail, return receipt requested, to the holder of
this Warrant notice of such  adjustment or adjustments  setting forth the number
of Warrant  Shares  (and other  securities  or  property)  purchasable  upon the
exercise of this  Warrant and the  Exercise  Price of such  Warrant  Shares (and
other  securities  or property)  after such  adjustment,  setting  forth a brief
statement  of  the  facts  requiring  such  adjustment  and  setting  forth  the
computation by which such  adjustment was made.  Such notice,  in the absence of
manifest  error,  shall  be  conclusive  evidence  of the  correctness  of  such
adjustment.

Notice of Corporate Action. If at any time:

                  (a) the  Company  shall  take a record of the  holders  of its
Common  Stock for the purpose of  entitling  them to receive a dividend or other
distribution,  or any right to subscribe  for or purchase  any  evidences of its
indebtedness,  any  shares  of stock of any  class or any  other  securities  or
property, or to receive any other right, or

                  (b) there shall be any capital  reorganization of the Company,
any  reclassification or recapitalization of the capital stock of the Company or
any consolidation or merger of the Company with, or any sale,  transfer or other
disposition of all or substantially all the property,  assets or business of the
Company to, another corporation or,

                  (c) there shall be a  voluntary  or  involuntary  dissolution,
liquidation or winding up of the Company;

then, in any one or more of such cases,  the Company shall give to Holder (i) at
least 30 days' prior written  notice of the date on which a record date shall be
selected for such dividend,  distribution or right or for determining  rights to
vote  in  respect  of  any  such   reorganization,   reclassification,   merger,
consolidation, sale, transfer, disposition,  liquidation or winding up, and (ii)

                                       88

<PAGE>

in the case of any such reorganization, reclassification, merger, consolidation,
sale, transfer, disposition, dissolution, liquidation or winding up, at least 30
days'  prior  written  notice of the date when the same shall take  place.  Such
notice in accordance  with the foregoing  clause also shall specify (i) the date
on which  any such  record  is to be taken  for the  purpose  of such  dividend,
distribution  or right,  the date on which the holders of Common  Stock shall be
entitled  to any such  dividend,  distribution  or  right,  and the  amount  and
character  thereof,  and  (ii)  the  date  on  which  any  such  reorganization,
reclassification,    merger,   consolidation,   sale,   transfer,   disposition,
dissolution,  liquidation  or winding  up is to take place and the time,  if any
such  time is to be fixed,  as of which the  holders  of Common  Stock  shall be
entitled  to  exchange  their  shares of Common  Stock for  securities  or other
property deliverable upon such disposition,  dissolution, liquidation or winding
up. Each such written notice shall be sufficiently  given if addressed to Holder
at the  last  address  of  Holder  appearing  on the  books of the  Company  and
delivered in accordance with Section 16(d).

Authorized  Shares.  The Company covenants that during the period the Warrant is
outstanding,  it will reserve from its  authorized  and unissued  Common Stock a
sufficient  number of shares to provide for the  issuance of the Warrant  Shares
upon the exercise of any purchase rights under this Warrant. The Company further
covenants that its issuance of this Warrant shall  constitute  full authority to
its officers who are charged with the duty of executing  stock  certificates  to
execute and issue the  necessary  certificates  for the Warrant  Shares upon the
exercise of the purchase  rights under this  Warrant.  The Company will take all
such  reasonable  action as may be necessary to assure that such Warrant  Shares
may be issued as provided  herein  without  violation of any  applicable  law or
regulation, or of any requirements of the Principal Market upon which the Common
Stock may be listed.

                  The  Company  shall  not by  any  action,  including,  without
limitation,   amending  its   certificate  of   incorporation   or  through  any
reorganization, transfer of assets, consolidation, merger, dissolution, issue or
sale of securities  or any other  voluntary  action,  avoid or seek to avoid the
observance or performance  of any of the terms of this Warrant,  but will at all
times in good  faith  assist in the  carrying  out of all such  terms and in the
taking of all such  actions as may be necessary  or  appropriate  to protect the
rights of Holder  against  impairment.  Without  limiting the  generality of the
foregoing,  the  Company  will (a) not  increase  the par value of any shares of
Common  Stock  receivable  upon the  exercise of this  Warrant  above the amount
payable  therefor upon such exercise  immediately  prior to such increase in par
value, (b) take all such action as may be necessary or appropriate in order that
the Company may validly and legally issue fully paid and nonassessable shares of
Common Stock upon the  exercise of this  Warrant,  and (c) use all  commercially
reasonable  efforts to obtain all such  authorizations,  exemptions  or consents
from any public regulatory body having jurisdiction  thereof as may be necessary
to enable the Company to perform its obligations under this Warrant.

                  Upon the  request  of  Holder,  the  Company  will at any time
during the period this Warrant is outstanding  acknowledge  in writing,  in form
reasonably  satisfactory to Holder, the continuing  validity of this Warrant and
the obligations of the Company hereunder.

                  Before  taking  any action  which  would  cause an  adjustment
reducing  the current  Exercise  Price below the then par value,  if any, of the
shares of Common Stock issuable upon exercise of the Warrants, the Company shall
take any  corporate  action which may be necessary in order that the Company may
validly and legally  issue fully paid and  non-assessable  shares of such Common
Stock at such adjusted Exercise Price.

                                       89

<PAGE>

                  Before  taking any action which would result in an  adjustment
in the number of shares of Common Stock for which this Warrant is exercisable or
in the  Exercise  Price,  the Company  shall obtain all such  authorizations  or
exemptions  thereof,  or consents  thereto,  as may be necessary from any public
regulatory body or bodies having jurisdiction thereof.

Miscellaneous.
Jurisdiction.  This Warrant  shall be binding upon any  successors or assigns of
the Company. This Warrant shall constitute a contract under the laws of New York
without  regard to its conflict of law  principles  or rules,  and be subject to
arbitration pursuant to the terms set forth in the Purchase Agreement.

Restrictions.  The holder hereof  acknowledges  that the Warrant Shares acquired
upon the exercise of this Warrant,  if not  registered,  will have  restrictions
upon resale imposed by state and federal securities laws.

Nonwaiver and Expenses. No course of dealing or any delay or failure to exercise
any right  hereunder  on the part of Holder  shall  operate  as a waiver of such
right  or   otherwise   prejudice   Holder's   rights,   powers   or   remedies,
notwithstanding  all rights hereunder  terminate on the Termination Date. If the
Company  willfully fails to comply with any material  provision of this Warrant,
the Company shall pay to Holder such amounts as shall be sufficient to cover any
costs and expenses  including,  but not limited to, reasonable  attorneys' fees,
including those of appellate  proceedings,  incurred by Holder in collecting any
amounts due pursuant hereto or in otherwise enforcing any of its rights,  powers
or remedies hereunder.

Notices. Any notice, request or other document required or permitted to be given
or  delivered  to the  holder  hereof  by the  Company  shall  be  delivered  in
accordance with the notice provisions of the Purchase Agreement.

Limitation  of Liability.  No provision  hereof,  in the absence of  affirmative
action by Holder to purchase shares of Common Stock,  and no enumeration  herein
of the rights or privileges of Holder  hereof,  shall give rise to any liability
of Holder for the purchase  price of any Common Stock or as a stockholder of the
Company,  whether  such  liability is asserted by the Company or by creditors of
the Company.

Remedies.  Holder,  in addition to being entitled to exercise all rights granted
by law, including recovery of damages,  will be entitled to specific performance
of its rights under this Warrant. The Company agrees that monetary damages would
not be adequate  compensation  for any loss incurred by reason of a breach by it
of the  provisions of this Warrant and hereby agrees to waive the defense in any
action for specific performance that a remedy at law would be adequate.

Successors and Assigns.  Subject to applicable securities laws, this Warrant and
the rights and obligations evidenced hereby shall inure to the benefit of and be
binding upon the  successors  of the Company and the  successors  and  permitted
assigns of Holder.  The  provisions  of this  Warrant are intended to be for the
benefit  of all  Holders  from  time  to  time  of this  Warrant  and  shall  be
enforceable by any such Holder or holder of Warrant Shares.

Indemnification.  The Company agrees to indemnify and hold harmless  Holder from
and against any liabilities,  obligations,  losses, damages, penalties, actions,
judgments,  suits, claims, costs, attorneys' fees, expenses and disbursements of
any kind which may be imposed upon,  incurred by or asserted  against  Holder in
any manner  relating  to or arising out of any failure by the Company to perform
or  observe  in  any  material   respect  any  of  its  covenants,   agreements,

                                       90

<PAGE>

undertakings or obligations set forth in this Warrant;  provided,  however, that
the Company  will not be liable  hereunder  to the extent that any  liabilities,
obligations,  losses, damages,  penalties,  actions,  judgments,  suits, claims,
costs,  attorneys'  fees,  expenses  or  disbursements  are  found  in  a  final
non-appealable  judgment by a court to have resulted  from Holder's  negligence,
bad  faith  or  willful   misconduct  in  its  capacity  as  a  stockholder   or
warrantholder of the Company.

Amendment.  This  Warrant may be modified  or amended or the  provisions  hereof
waived with the written consent of the Company and the Holder.

Severability.  Wherever  possible,  each  provision  of this  Warrant  shall  be
interpreted  in such manner as to be effective and valid under  applicable  law,
but if any  provision of this Warrant  shall be  prohibited  by or invalid under
applicable  law,  such  provision  shall be  ineffective  to the  extent of such
prohibition or invalidity, without invalidating the remainder of such provisions
or the remaining provisions of this Warrant.

Headings. The headings used in this Warrant are for the convenience of reference
only and  shall  not,  for any  purpose,  be deemed a part of this  Warrant.  IN
WITNESS  WHEREOF,  the  Company  has caused  this  Warrant to be executed by its
officer thereunto duly authorized.

Dated: April __, 2000

MEDIAX CORPORATION

By:
     -----------------------------
     Rainer Poertner, Chairman

                                       91

<PAGE>

NOTICE OF EXERCISE



To:      MediaX Corporation



(1) The  undersigned  hereby elects to purchase  ________ shares of Common Stock
(the  "Common  Stock"),  of  MediaX  Corporation  pursuant  to the  terms of the
attached  Warrant,  and tenders  herewith payment of the exercise price in full,
together with all applicable transfer taxes, if any.

(2) Please  issue a  certificate  or  certificates  representing  said shares of
Common  Stock  in the  name  of the  undersigned  or in  such  other  name as is
specified below:

                           -------------------------------
                           (Name)

                           -------------------------------
                           (Address)
                           -------------------------------




Dated:


                                        ------------------------------
                                        Signature

<PAGE>

ASSIGNMENT FORM

(To  assign  the  foregoing  warrant,  execute
this  form and  supply  required information.
Do not use this form to exercise the warrant.)



FOR VALUE RECEIVED,  the foregoing  Warrant and all rights evidenced thereby are
hereby assigned to

_______________________________________________ whose address is

---------------------------------------------------------------.



---------------------------------------------------------------

                                        Dated:  ______________, _______


                         Holder's Signature: __________________________________

                         Holder's Address:   __________________________________

                                             __________________________________



Signature Guaranteed:  ___________________________________________




NOTE: The signature to this  Assignment Form must correspond with the name as it
appears on the face of the Warrant,  without  alteration or  enlargement  or any
change whatsoever,  and must be guaranteed by a bank or trust company.  Officers
of  corporations  and  those  acting  in an  fiduciary  or other  representative
capacity  should  file  proper  evidence of  authority  to assign the  foregoing
Warrant.

                                       2

<PAGE>

EXHIBIT E

FORM OF OPINION OF THE COMPANY'S INDEPENDENT COUNSEL
[Date]


Villabeach Investments Limited

Re:  Private  Equity Line of Credit  Agreement  Between  Villabeach  Investments
     Limited and MediaX Corporation

Ladies and Gentlemen:

This opinion is  furnished to you pursuant to the Private  Equity Line of Credit
Agreement by and between  Villabeach  Investments  Limited (the  "Investor") and
MediaX  Corporation  (the  "Company"),  dated as of April 27, 2000 (the "Line of
Credit  Agreement"),  which provides for the issuance and sale by the Company of
up to  $6,000,000 of Common Stock of the Company and certain  additional  shares
upon the  occurrence of certain  events as set forth in Section 2.5 thereof (the
"Blackout Shares").  All terms used herein have the meanings defined for them in
the Line of Credit Agreement unless otherwise  defined herein.

We have acted as counsel for the Company in connection  with the  negotiation of
the Line of Credit  Agreement,  the  Warrant  dated April 27, 2000 issued to the
Investor  at the  initial  Closing  (the  "Warrant"),  the  Registration  Rights
Agreement between the Investor and the Company,  dated as of April 27, 2000 (the
"Registration Rights Agreement"), and the Escrow Agreement between the Investor,
the Company and Epstein  Becker & Green,  P.C.,  dated as of April 27, 2000 (the
"Escrow Agreement",  and together with the Line of Credit Agreement, the Warrant
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 Warrant and the
transactions contemplated thereby.

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

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

10.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  power and
authority  (corporate  and other) to carry on its business and to own, lease and
operate its  properties  and assets as described in the Company's SEC Documents.
The Company is duly qualified as a foreign  corporation to do business and is in
good  standing  in  every  jurisdiction  in which  the  Company  owns or  leases
property,  other than those in which the failure so to qualify  would not have a
Material Adverse Effect.

11. The Company has the  requisite  corporate  power and authority to enter into
and perform its  obligations  under the  Agreements and to issue the Put Shares,
the Blackout  Shares,  the Warrants and the Warrant  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.

12. 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 Put Shares,  the Blackout
Shares,  the Warrant and the Warrant 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.

13.  When  issued and paid for,  the Put  Shares,  the  Blackout  Shares and the
Warrant 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.

14. To our  knowledge,  except as disclosed in the SEC  Documents,  there are no
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, nor has the Company  received any written threat
of any such claims, actions, suits, proceedings,  or investigations.

15. To our  knowledge,  there are no  outstanding  options,  warrants,  calls or
commitments of any character  whatsoever  relating to, or securities,  rights or
obligations  convertible  into or  exchangeable  for,  or  giving  any  right to
subscribe for or acquire any shares of Common Stock or  contracts,  commitments,
understanding,  or  arrangements  by which the Company is or may become bound to
issue additional shares of Common Stock, or securities or rights  convertible or
exchangeable  into  shares  of Common  Stock,  except  as  described  in the SEC
Documents or the Agreements.  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.

                                       4

<PAGE>

16.  Subject to compliance  with the  Principal  Market's  corporate  governance
rules,  the  issuance of the Put  Shares,  the  Blackout  Shares and the Warrant
Shares will not violate the applicable listing agreement between the Company and
any securities exchange or market on which the Company's securities are listed.

17. The authorized capital stock of the Company consists of 25,000,000 shares of
Common Stock,  $0.0001 par value per share, of which 5,995,875 shares are issued
and outstanding and 10,000,000 shares of preferred stock,  $0.0001 par value, of
which none are issued or outstanding.

18. The  Registration  Statement has been  declared  effective by the SEC and no
stop order is in effect with  respect to the  Registration  Statement.  Assuming
compliance  by the  Investor  with the  "Plan of  Distribution"  caption  of the
Registration Statement and timely compliance by the Investor with all prospectus
delivery  requirements,  the Put Shares and any Blackout  Shares shall be freely
transferable by Investor.

19.  Nothing has come to our  attention  that has caused us to believe  that the
Registration Statement and the Prospectus at the time the Registration Statement
became  effective  and as of the date of this  opinion  contained or contains an
untrue statement of a material fact or omitted or omits 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;  however,
we express no opinion with  respect to the  financial  statements  and the notes
thereto and the  schedules  and other  financial  and  statistical  data derived
therefrom included in the Registration Statement or the Prospectus. [Items 9 and
10 to be included in Opinion  pursuant to Section  7.2(d) at each Put  Closing.]

This opinion is furnished to the Investor  solely for its 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.