SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
MediaX Corporation
(Exact name of Registrant as specified in its charter)
NEVADA
(State or other jurisdiction of incorporation or organization)
84-1107138
(IRS Employer Identification No.)
8522 National Boulevard, Suite 110, Culver City, CA 90232
(Address of Principal Executive Offices, including ZIP Code)
Mediax 1996 Stock Option Plan and Consulting Fee Agreements
(Full title of the plan)
Nancy Poertner, President, MediaX Corporation,
8522 National Boulevard, Suite 110, Culver City, CA 90232
(Name and address of agent for service)
(310) 815-8002
(Telephone number, including area code, of agent for service)
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed
Proposed Maximum
Amount of Maximum Aggregate Amount of
Title of Securities Shares Offering Offering Registration
to be Registered to be Registered Price Per Share(1) Price(1) Fee
- ------------------- ---------------- ------------------ ---------- ------------
<S> <C> <C> <C> <C>
$.0001 par value 10,000 $2.21 $ 22,100 $ 1.72
Common Stock
$.0001 par value 10,000 $2.21 $ 22,100 $ 1.72
Common Stock
$.0001 par value 120,000 $2.80 $ 336,000 $ 26.21
Common Stock
underlying stock
option
$.0001 par value 500,000 $2.21 $1,105,000 $ 86.19
Common Stock
underlying 1996
Stock Option Plan
TOTALS 640,000 $1,485,200 $115.84
</TABLE>
(1) This calculation is made solely for the purposes of determining the
registration fee pursuant to the provisions of Rule 457(h) under the
Securities Act and is calculated on the basis of the average of the
high and low prices per share of the Common Stock reported on the OTC
Bulletin Board as of a date within five business days prior to the
filing of this Registration Statement or on the exercise price of the
option to purchase common stock.
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PROSPECTUS
MediaX Corporation
8522 National Boulevard, Suite 110,
Culver City, CA 90232
(310) 815-8002
(640,000 SHARES OF COMMON STOCK)
This Prospectus relates to the offer and sale by MediaX Corporation, a
Nevada corporation (the "Company"), of shares of its $.0001 par value per share
common stock (the "Common Stock") to certain advisors and consultants (the
"Consultants") pursuant to Consulting Agreements entered into between the
Company and the Consultants. The Company is registering hereunder and then
issuing, upon receipt of adequate consideration therefor, to the Consultants
20,000 shares of Common Stock and options to purchase 120,000 shares of Common
Stock in consideration for services to be performed under the respective
Consulting Agreements. Of the shares registered hereunder 500,000 shares are
issuable to the Employees pursuant to the 1996 Stock Option Plan.
The Common Stock is not subject to any restriction on transferability.
Recipients of shares other than persons who are "affiliates" of the Company
within the meaning of the Securities Act of 1933 (the "Act") may sell all or
part of the shares in any way permitted by law, including sales in the
over-the-counter market at prices prevailing at the time of such sale. 1,000,000
shares issuable to the Employees, pursuant to the 1996 Stock Option Plan, are
being registered for affiliates of the Company. An affiliate is summarily, any
director, executive officer or controlling shareholder of the Company or anyone
of its subsidiaries. An "affiliate" of the Company is subject to Section 16(b)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). If a
Consultant who is not now an "affiliate" becomes an "affiliate" of the Company
in the future, he would then be subject to Section 16(b) of the Exchange Act.
(See "General Information Restrictions on Resales").
The Common Stock is traded on the OTC Bulletin Board under the symbol
"MXMX".
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
The date of this Prospectus is March 17, 1999
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This Prospectus is part of a Registration Statement which was filed and
became effective under the Securities Act of 1933, as amended (the "Securities
Act"), and does not contain all of the information set forth in the Registration
Statement, certain portions of which have been omitted pursuant to the rules and
regulations promulgated by the U.S. Securities and Exchange Commission (the
"Commission") under the Securities Act. The statements in this Prospectus as to
the contents of any contracts or other documents filed as an exhibit to either
the Registration Statement or other filings by the Company with the Commission
are qualified in their entirety by the reference thereto.
A copy of any document or part thereof incorporated by reference in
this Prospectus but not delivered herewith will be furnished without charge upon
written or oral request. Requests should be addressed to: MediaX Corporation,
8522 National Boulevard, Suite 110, Culver City, CA 90232; Telephone:
(310) 815-8002.
The Company is subject to the reporting requirements of the Exchange
Act and in accordance therewith files reports and other information with the
Commission. These reports, as well as the proxy statements, information
statements and other information filed by the Company under the Exchange Act may
be inspected and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W. Washington D.C. 20549. Copies may be
obtained at the prescribed rates. The Company's shares are traded on the
Electronic Bulletin Board under the symbol "MXMX".
No person has been authorized to give any information or to make any
representation, other than those contained in this Prospectus, and, if given or
made, such other information or representation must not be relied upon as having
been authorized by the Company. This Prospectus does not constitute an offer or
a solicitation by anyone in any state in which such is not authorized or in
which the person making such is not qualified or to any person to whom it is
unlawful to make an offer or solicitation.
Neither the delivery of this Prospectus nor any sale made hereunder
shall, under any circumstances, create any implication that there has not been a
change in the affairs of the Company since the date hereof.
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TABLE OF CONTENTS
Information Required in the Section 10(a) Prospectus ......................6
Item 1. Plan Information..................................................6
General Information...............................................6
The Company.......................................................6
Purposes..........................................................6
Common Stock......................................................6
The Consultants...................................................6
No Restrictions on Transfer.......................................6
Tax Treatment to the Consultants..................................6
Tax Treatment to the Company......................................7
Restrictions on Resales...........................................7
Documents Incorporated by Reference and Additional Information.............8
Item 2. Registrant Information and Employee Plan Annual Information.......8
Legal Opinion and Experts.........................................8
Indemnification of Officers and Directors.........................8
Information Required in the Registration Statement.........................9
Item 3. Incorporation of Documents by Reference...........................9
Item 4. Description of Securities.........................................9
Item 5. Interests of Named Experts and Counsel............................9
Item 6. Indemnification of Directors and Officers.........................9
Item 7. Exemption from Registration Claimed...............................11
Item 8. Exhibits..........................................................11
Item 9. Undertakings......................................................12
Signatures . . . . . . . . ................................................14
Exhibit Index . . . . .....................................................16
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a)
PROSPECTUS
Item 1. Plan Information
GENERAL INFORMATION
The Company
The Company has its principal executive offices at 8522 National
Boulevard, Suite 110, Culver City, CA 90232 (Telephone: (310) 815-8002).
Purposes
The Common Stock to be issued by the Company to certain Consultants
will be issued pursuant to Consulting Agreements entered into between these
Consultants and the Company, which agreements have been approved by the Board of
Directors of the Company (the "Board of Directors"). The Consulting Agreements
are intended to provide a method whereby the Company may be stimulated by the
personal involvement of the Consultants in the Company's future prosperity,
thereby advancing the interests of the Company, and all of its shareholders.
Copies of the agreements and the Plan have been filed as exhibits to this
Registration Statement.
Common Stock
The Board has authorized the issuance of up to 640,000 shares of the
Common Stock to the Consultants and upon effectiveness of this Registration
Statement.
The Consultants
The Consultants have agreed to provide their expertise and advice to
the Company for the purposes set forth in their agreements with the Company.
No Restrictions on Transfer
The Consultants will become the record and beneficial owners of the
shares of Common Stock upon issuance and delivery and are entitled to all of the
rights of ownership, including the right to vote any shares awarded and to
receive ordinary cash dividends on the Common Stock.
Tax Treatment to the Consultants
The Common Stock is not qualified under Section 401(a) of the Internal
Revenue Code. The Consultants, therefore, will be required for federal income
tax purposes to recognize ordinary income during the taxable year in which the
first of the following events occurs: (a) the shares become freely transferable,
or (b) the shares cease to be subject to a substantial risk of forfeiture.
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Accordingly, absent a specific contractual provision to the contrary the
Consultants will receive compensation taxable at ordinary rates equal to the
fair market value of the shares on the date of receipt since there will be no
substantial risk of forfeiture or other restrictions on transfer. If, however,
the Consultants receive shares of common stock pursuant to the exercise of an
option or options at an exercise price below the fair market value of the shares
on the date of exercise, the difference between the exercise price and the fair
market value of the stock on the date of exercise will be deemed ordinary income
for federal income tax purposes. The Consultants are urged to consult each of
their tax advisors on this matter. Further, if any recipient is an "affiliate",
Section 16(b) of the Exchange Act is applicable and will affect the issue of
taxation.
Tax Treatment to the Company
The amount of income recognized by any recipient hereunder in
accordance with the foregoing discussion will be an expense deductible by the
Company for federal income tax purposes in the taxable year of the Company
during which the recipient recognizes income.
Restrictions on Resales
In the event that an affiliate of the Company acquires shares of Common
Stock hereunder, the affiliate will be subject to Section 16(b) of the Exchange
Act. Further, in the event that any affiliate acquiring shares hereunder has
sold or sells any shares of Common Stock in the six months preceding or
following the receipt of shares hereunder, any so called "profit", as computed
under Section 16(b) of the Exchange Act, would be required to be disgorged from
the recipient to the Company. Services rendered have been recognized as valid
consideration for the "purchase" of shares in connection with the "profit"
computation under Section 16(b) of the Exchange Act. The Company has agreed that
for the purpose of any "profit" computation under 16(b) the price paid for the
common stock issued to affiliates is equal to the value of services rendered.
Shares of Common Stock acquired hereunder by persons other than affiliates are
not subject to Section 16(b) of the Exchange Act.
[MEDIAX\FS8:MAR1999.wpd]-2
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<PAGE>
DOCUMENTS INCORPORATED BY REFERENCE
AND
ADDITIONAL INFORMATION
The Company hereby incorporates by reference (i) its annual report on
Form 10-KSB for the year ended December 31, 1997, filed pursuant to Section 13
of the Exchange Act, (ii) any and all Forms 10-Q (or 10-QSB) filed under the
Securities or Exchange Act subsequent to any filed Form 10-K (or 10-KSB), as
well as all other reports filed under Section 13 of the Exchange Act, and (iii)
its annual report, if any, to shareholders delivered pursuant to Rule 14a-3 of
the Exchange Act. In addition, all further documents filed by the Company
pursuant to Section 13, 14, or 15(d) of the Exchange Act prior to the
termination of this offering are deemed to be incorporated by reference into
this Prospectus and to be a part hereof from the date of filing. All documents
which when together, constitute this Prospectus, will be sent or given to
participants by the Registrant as specified by Rule 428(b)(1) of the Securities
Act.
Item 2. Registrant Information and Employee Plan Annual Information
A copy of any document or part thereof incorporated by reference in
this Registration Statement but not delivered with this Prospectus or any
document required to be delivered pursuant to Rule 428(b) under the Securities
Act will be furnished without charge upon written or oral request. Requests
should be addressed to: MediaX Corporation, 8522 National Boulevard, Suite 110,
Culver City, CA 90232 (Telephone:
(310) 815-8002).
Legal Opinion and Experts
Richard O. Weed has rendered an opinion on the validity of the
securities being registered. Mr. Weed is not an "affiliate" of the Company. He
currently does not own any shares of the Company's common stock.
The financial statements of MediaX Corporation incorporated by
reference in this Prospectus for the year ended December 31, 1997 have been
audited by Davis & Co., CPA's, P.C., independent certified public accountants,
as set forth in their report incorporated herein by reference, and are
incorporated herein in reliance upon such report given upon the authority of
said firm as experts in auditing and accounting.
Indemnification of Officers and Directors
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers, or persons controlling the Company,
the Company has been informed that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.
[MEDIAX\FS8:MAR1999.wpd]-2
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PART II
INFORMATION REQUIRED IN
THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
Registrant hereby states that (i) all documents set forth in (a)
through (c), below, are incorporated by reference in this registration
statement, and (ii) all documents subsequently filed by registrant pursuant to
Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended, prior to the filing of a post-effective amendment which indicates that
all securities offered have been sold or which de-registers all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of filing of such
documents.
(a) Registrant's latest Annual Report, whether filed pursuant to
Section 13(a) or 15(d) of the Exchange Act;
(b) All other reports filed pursuant to Section 13(a) or 15(d) of
the Exchange Act since the end of the fiscal year covered by annual
report referred to in (a), above; and
(c) The latest prospectus filed pursuant to Rule 424(b) under the
Securities Act.
Item 4. Description of Securities
No description of the class of securities (i.e. the $.0001 par value
Common Stock) is required under this item because the Common Stock is registered
under Section 12 of the Exchange Act.
Item 5. Interests of Named Experts and Counsel
Mr. Weed does not own any shares of the Company's common stock.
Item 6. Indemnification of Directors and Officers
The only statute, charter provision, bylaw, contract, or other
arrangement under which any controlling person, director or officer of
registrant is insured or indemnified in any manner against any liability which
they may incur in their capacity as such is Sections 78.7502 and 78.751, the
text of which is set forth below.
Section 78.7502. Discretionary and mandatory indemnification of
officers, directors, employees and agents: General provisions
1. A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative,
except an action by or in the right of the corporation, by reason of the fact
that he is or was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses, including attorneys' fees, judgments, fines
[MEDIAX\FS8:MAR1999.wpd]-2
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and amounts paid in settlement actually and reasonably incurred by him in
connection with the action, suit or proceeding if he acted in good faith and in
a manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction or upon a plea of nolo contendere or its equivalent, does not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and that, with respect to any criminal action or
proceeding, he had reasonable cause to believe that his conduct was unlawful.
2. A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses, including amounts paid in
settlement and attorneys' fees actually and reasonably incurred by him in
connection with the defense or settlement of the action or suit if he acted in
good faith and in a manner which he reasonably believed to be in or not opposed
to the best interests of the corporation. Indemnification may not be made for
any claim, issue or matter as to which such a person has been adjudged by a
court of competent jurisdiction, after exhaustion of all appeals therefrom, to
be liable to the corporation or for amounts paid in settlement to the
corporation, unless and only to the extent that the court in which the action or
suit was brought or other court of competent jurisdiction determines upon
application that in view of all the circumstances of the case, the person is
fairly and reasonably entitled to indemnity for such expenses as the court deems
proper.
3. To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in subsections 1 and 2, or in defense of
any claim, issue or matter therein, the corporation shall indemnify him against
expenses, including attorneys' fees, actually and reasonably incurred by him in
connection with the defense.
Section 78.751. Authorization required for discretionary
indemnification; advancement of expenses; limitation on indemnification and
advancement of expenses
1. Any discretionary indemnification under NRS 78.7502, unless ordered
by a court or advanced pursuant to subsection 2, may be made by the corporation
only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is proper in the
circumstances. The determination must be made:
(a) By the stockholders;
(b) By the board of directors by majority vote of a quorum consisting
of directors who were not parties to the action, suit or proceeding;
(c) If a majority vote of a quorum consisting of directors who were
not parties to the action, suit or proceeding so orders, by independent
legal counsel in a written opinion; or
(d) If a quorum consisting of directors who were not parties to the
action, suit or proceeding cannot be obtained, by independent legal counsel
in a written opinion.
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2. The articles of incorporation, the bylaws or an agreement made by
the corporation may provide that the expenses of officers and directors incurred
in defending a civil or criminal action, suit or proceeding must be paid by the
corporation as they are incurred and in advance of the final disposition of the
action, suit or proceeding, upon receipt of an undertaking by or on behalf of
the director or officer to repay the amount if it is ultimately determined by a
court of competent jurisdiction that he is not entitled to be indemnified by the
corporation. The provisions of this subsection do not affect any rights to
advancement of expenses to which corporate personnel other than directors or
officers may be entitled under any contract or otherwise by law.
3. The indemnification and advancement of expenses authorized in or
ordered by a court pursuant to this section:
(a) Does not exclude any other rights to which a person seeking
indemnification or advancement of expenses may be entitled under the articles of
incorporation or any bylaw, agreement, vote of stockholders or disinterested
directors or otherwise, for either an action in his official capacity or an
action in another capacity while holding his office, except that
indemnification, unless ordered by a court pursuant to NRS 78.7502 or for the
advancement of expenses made pursuant to subsection 2, may not be made to or on
behalf of any director or officer if a final adjudication establishes that his
acts or omissions involved intentional misconduct, fraud or a knowing violation
of the law and was material to the cause of action.
(b) Continues for a person who has ceased to be a director, officer,
employee or agent and inures to the benefit of the heirs, executors and
administrators of such a person.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
(a) The following exhibits are filed as part of this
registration statement pursuant to Item 601 of Regulation S-B and are
specifically incorporated herein by this reference:
Exhibit No. Title
1. Not required.
2. Not required.
3. Not required.
4. Not applicable.
5. Opinion of Richard O. Weed regarding the legality of
the securities registered.
6. Not required.
7. Not required.
8. Not required.
9. Not required.
10. A. Consulting Agreement with Richard O. Weed
B. Consulting Agreement with Steven H. Dong
C. 1996 Stock Option Plan and Amendment
11. Not required.
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12. Not required.
13. Not required.
14. Not required.
15. Not required.
16. Not required.
17. Not required.
18. Not required.
19. Not required.
20. Not required.
21. Not required.
22. Not required.
23. Not required.
24.1 Consent of Richard O. Weed, special counsel to
registrant, to the use of his opinion with respect to
the legality of the securities being registered hereby
and to the references to him in the Prospectus filed
as a part hereof.
24.2 Consent of Davis & Co., CPA's, P.C.
25. Not applicable.
26. Not applicable.
27. Not applicable.
28. Not applicable.
29. Not applicable.
- --------------------------------
Item 9. Undertakings
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of
registrant pursuant to the foregoing provisions, or otherwise, registrant has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by registrant of expenses
incurred or paid by a director, officer or controlling person of registrant in
the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification is against public policy
as expressed in the Act and will be governed by the final adjudication of such
issue.
Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement
to:
(i) include any prospectus required by Section 10 (a) (3) of the
Securities Act;
(ii) reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the
most recent post-effective amendment thereof) which,
individually or in the aggregate, represents a fundamental
change in the information set forth in the registration
statement;
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(iii)include any material information with respect to the plan of
distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
provided, however, paragraphs (i) and (ii) shall not apply if the
information required to be included in a post-effective amendment
by those paragraph is incorporated by reference from periodic
reports filed by the registrant small business issuer under the
Exchange Act.
(2) That, for the purpose of determining any liability under the
Securities Act, each post-effective amendment to the registration
statement shall be deemed to be a new registration statement
relating to the securities offered therein and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(4) To deliver or cause to be delivered with the prospectus, to each
person to whom the prospectus is sent or given, the latest annual
report to security holders that is incorporated by reference in
the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14e-3 under the Securities
Exchange Act of 1934; and, where interim financial information
require to be presented by Article 3 of Regulation S-X is not set
forth in the prospectus, to deliver, or cause to be delivered to
each person to whom the prospectus is sent or given, the latest
quarterly report that is specifically incorporated by reference
in the prospectus to provide such interim financial information.
Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of registrant's annual
report pursuant to Section 13(a) of the Securities Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned thereunto duly
authorized in the City of Culver City, State of California on the 17th day of
March 1999.
MediaX Corporation
(Registrant)
By: /s/ Nancy Poertner
---------------------------------
Nancy Poertner, President
Pursuant to the requirements of the 1933 Act, this registration
statement or amendment has been signed by the following persons in the
capacities and on the dates indicated:
Signatures Title Date
- ----------------------------- -------- --------------
/s/ Nancy Poertner Director March 17, 1999
------------------------
Nancy Poertner
/s/ Rainer Poertner Director March 17, 1999
------------------------
Rainer Poertner
/s/ Mathew MacLaurin Director March 17, 1999
------------------------
Mathew MacLaurin
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FORM S-8 REGISTRATION STATEMENT
EXHIBIT INDEX
The following Exhibits are filed as part of this registration statement
pursuant to Item 601 of Regulation S-B and are specifically incorporated herein
by this reference:
Exhibit
Number in
Registration
Statement Description
- ------------------ -----------------------------------------------------------
5. Opinion of Counsel
10. A. Consulting Agreement with Richard O. Weed
B. Consulting Agreement with Steven H. Dong
C. 1996 Stock Option Plan and Amendment
24.1 Consent of Richard O. Weed to Use of Opinion
24.2 Consent of Davis & Co., CPA's, PC
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EXHIBIT 5.
OPINION OF COUNSEL
ARCHER & WEED
Special Project Counsel
4695 MACARTHUR COURT, SUITE 530, NEWPORT BEACH, CALIFORNIA 92660-2164
TELEPHONE (949) 475-9086 FACSIMILE (949) 475-9087
WRITER'S DIRECT NUMBER
(949) 475-7730
March 17, 1999
Board of Directors
MediaX Corporation
8522 National Boulevard, Suite 110,
Culver City, CA 90232
Re: Form S-8 Registration Statement Opinion of Counsel
Gentlemen:
I have acted as a special counsel for MediaX Corporation a Nevada
corporation (the "Company") in connection with the preparation and filing with
the Securities and Exchange Commission (the "Commission") under the Securities
Act of 1933, as amended, (the "Act") of a registration statement on Form S-8
(the "Registration Statement"), relating to the offer and sale of 640,000 shares
of Common Stock, $.0001 par value (the "Common Stock") to consultants of the
Company, in consideration for services performed and to be performed on behalf
of the Company under the terms and conditions of certain consulting agreements
(the "Consulting Agreements").
As special counsel for the Company, I have examined the Company's
articles of incorporation, bylaws, minute book, and certain other corporate
records. For the purpose of the opinions expressed below, I have also examined
the Registration Statement on Form S-8 to be filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, covering the
Common Stock in this offering.
In arriving at the opinions set forth below, I have examined and relied
upon originals or copies, certified or otherwise identified to my satisfaction,
of corporate records (including the Registration Statement with its exhibits)
provided by the officers of the Company. I have made such investigations of law
as I have considered necessary or appropriate as a basis for my opinions.
<PAGE>
Mediax Corporation
March 17, 1999
My opinions are qualified in all respects by the scope of the document
examination and I make no representation as to the sufficiency of my
investigation for your purpose. I have not made any document examination or
rendered any other advice other than as described herein and I at all times have
assumed and relied upon the truth and completeness of the information,
statements and representations which have been given by the Company to me. I do
not express any opinion with respect to the completeness, adequacy, accuracy or
any other aspect of the financial statements incorporated by reference in the
Registration Statement.
In rendering this opinion, I have assumed, without independently
verifying such assumptions, and this opinion is based and conditioned upon the
following: (i) the genuineness of the signatures on and the enforceability of
all instruments, documents and agreements examined by me and the authenticity of
all documents furnished for my examination as originals and the conformity to
the original documents of all documents furnished to me as copies; (ii) where an
executed document has been presented to me for my review, that such document has
been duly executed on or as of the date stated and that execution and delivery
was duly authorized on the part of the parties thereto; (iii) each of the
foregoing certificates, instruments and documents being duly authorized,
executed and delivered by or on behalf of all the respective parties thereto,
and such instruments and documents being legal, valid binding obligations of
such parties; (iv) the truth and accuracy of representations and statements made
in the documents received from the State of Nevada; and (vi) MediaX Corporation
will be operated in accordance with the terms of its charter documents and the
laws of the State of Nevada and the terms of the instruments or documents
referred to above.
Based upon the foregoing, I am of the opinion that:
1. The Company has been duly incorporated and is validly existing as a
corporation in good standing under the laws of the State of Nevada, the
jurisdiction of its incorporation.
2. The terms and provisions of the Common Stock conform to the
description thereof contained in the Registration Statement, and the form of the
stock certificates used to evidence the Common Stock are in good and proper form
and no stockholder is entitled to preemptive rights to subscribe for or purchase
any of the Common Stock.
3. Based upon the foregoing, I am of the opinion that the issuance and
the sale of the shares of Common Stock in this offering has been duly and
validly authorized, and subject to compliance with the provisions of the written
agreements, the Common Stock issuable under the Consulting Agreements will duly
authorized and validly issued as fully paid and non-assessable shares of Common
Stock.
I am admitted to practice in the State of California and the State of
Texas. I am not admitted to practice in Nevada, the state of incorporation of
the Company, or in any other jurisdictions other than California and Texas, in
which the Company may own property or transact business. My opinions herein are
with respect to federal law only and, to the extent my opinions are derived from
the laws of other jurisdictions, are based upon an examination of all relevant
authorities and the documents referenced herein and are believed to be correct.
However, except for pending litigation or claims matters, I have not directly
obtained legal opinions as to such matters from attorneys licensed in such other
jurisdictions. No opinion is expressed upon any conflict of law issues. My
opinions are qualified to the extent that enforcement of rights and remedies are
subject to bankruptcy, insolvency, fraudulent conveyance, moratorium, and other
laws of general application or equitable principles affecting the rights and
<PAGE>
Mediax Corporation
March 17, 1999
remedies of creditors and security holders and to the extent that the
availability of the remedy of specific performance or of injunctive relief is
subject to the discretion of the court before which any proceeding may be
brought.
This opinion is limited to matters existing as of this date, and no
responsibility is assumed to advise you of changes (factual or legal) which may
hereafter occur, whether deemed material or not.
This opinion is furnished by me to you as special counsel for the
Company and it is solely for your benefit. This opinion is not to be used,
circulated, quoted or otherwise referred to in whole or in part for any purpose,
other than as set forth in my written consent.
Very truly yours,
/s/ Richard O. Weed
---------------------------------------
Richard O. Weed
<PAGE>
EXHIBIT 10A
FEE AGREEMENT FOR LEGAL SERVICES
(1999)
This agreement is between MediaX Corporation ("Client") whose address
is 8522 National Boulevard, Suite 110, Culver City, California 90232 and Richard
O. Weed, Archer & Weed whose address is 4695 MacArthur Court, Suite 530, Newport
Beach, California 92660.
Richard O. Weed has agreed to provide legal services to Client with
respect to any and all legal matters or special projects referred to Richard O.
Weed by Client from time to time. This agreement is made in advance as to the
conditions and guidelines that will govern the relationship between the parties.
To protect both of the parties and to comply with professional
obligations, we have already discussed with each other and resolved any
potential conflicts of interest with present or former clients. The services
which Richard O. Weed will provide shall be in accordance with the following
terms and conditions:
Professional Fees
Fees will be based upon the reasonable value of Richard O. Weed's
services as determined in accordance with the American Bar Association Model
Code of Professional Responsibility and the California & Texas Rules of
Professional Conduct. Fees will be based on the rates charged by Richard O.
Weed.
Richard O. Weed's rate under this agreement shall be $120 per hour. It
is anticipated that Client and Richard O. Weed will agree on a fixed fee for
special projects from time to time. The fixed fee arrangements for special
projects will be agreed to in writing from time to time.
Client understands Richard O. Weed's billing rate may be reasonably
adjusted from time to time, but not more frequently than annually. Notice of any
such adjustments will be given within a reasonable time. Client further
understands that during the course of Richard O. Weed's engagement, it may be
necessary or advisable to delegate various portions of this matter to others.
Costs and Expenses
Client understands that in the course of representation, it may be
necessary for Richard O. Weed to incur certain costs or expenses. Client will
reimburse Richard O. Weed for certain costs or expenses actually incurred and
reasonably necessary for completing the assigned matter, as long as the charges
for costs and expenses are competitive with other sources of the same products
or services. More particularly, Client will reimburse Richard O. Weed in
accordance with the following guidelines:
1. Computer-Related Expenses - Client will reimburse Richard O. Weed
for computerized research and research services. However, any charges over $500
per month will require approval.
<PAGE>
Client also encourages Richard O. Weed to utilize computer services which will
enable Richard O. Weed to more efficiently manage the projects.
2. Travel - Client will reimburse Richard O. Weed for expenses in
connection with out of town travel. However, Client will only reimburse for
economy class travel and, where necessary, for the reasonable cost of a rental
car. All related travel expenses, i.e., lodging and meals, must be reasonable
under the circumstances.
3. Filing Fees & Court Costs - Client will reimburse Richard O. Weed
for expenses incurred in connection with filing fees and court costs, if any,
but will not be responsible for sanctions or penalties imposed due to the
conduct of Richard O. Weed.
Billing
All bills will include a summary statement of the kinds of services
rendered during the relevant period. Client expects that Richard O. Weed will
maintain back-up documentation for all expenses. Client expects to be billed
monthly or at the conclusion of each project and expects to pay Richard O.
Weed's invoices as described below.
Payment
As payment for services and costs, Client has suggested and Richard O.
Weed has agreed, that Client place a block of 10,000 shares of free trading
company stock in Richard O. Weed's name with a national securities broker. At
least once a month, Richard O. Weed will send Client a statement for fees and
costs, with written notice to the brokerage firm of the dollar amount of such
statement. Unless objection is made to the bill, sufficient company stock, net
of commission, shall then be liquidated forthwith at the prevailing market rate
to satisfy such statement. Richard O. Weed, has not been engaged to perform, nor
will Mr. Weed agree to perform any services in connection with a capital raising
transaction. The rules and regulations of the United States Securities and
Exchange Commission do not allow the use of a Form S-8 registration statement
under such circumstances.
In the course of Richard O. Weed's representation of the company, if
all the stock is liquidated, a new block of stock sufficient to cover projected
fees and costs, in an amount contemporaneously agreed to by the parties, will
again be placed with the brokerage firm, under the terms and conditions outlined
above. At the conclusion of Richard O. Weed's representation of Client and the
payment of all final fees and costs, any unused stock shall forthwith be
returned to Client.
Client has agreed to promptly register such blocks of stock pursuant to
Form S-8 at its own expense and deliver such stock to the brokerage firm upon
the filing and effectiveness of the Form S-8 Registration Statement.
<PAGE>
Stock Option
As an incentive for Richard O. Weed to represent the Client and to
increase Richard O. Weed's proprietary interest in the success of the Company,
thereby encouraging him to maintain his relationship with the Company, the
Client hereby grants to Richard O. Weed the option to purchase up to 120,000
shares of the Client's $.0001 par value common stock at a price of $2.80 per
share (the "Option"). The Option is non-transferable and will expire unless
exercised on or before December 31, 2002. Client has agreed to promptly register
the shares of common stock underlying the Stock Option on Form S-8 at its own
expense.
Involvement of Client
Client expects to be kept closely involved with the progress of Richard
O. Weed's services in this matter. Richard O. Weed will keep Client apprised of
all material developments in this matter, and, in the case of litigation or
administrative proceedings, will provide sufficient notice to enable a
representative to attend meetings, conferences, hearings and other proceedings.
A copy of all correspondence in the course of Richard O. Weed's services will be
forwarded to Client.
There may be times when Richard O. Weed will need to obtain information
from Client. All requests for access to documents, employees, or other
information shall be granted without unreasonable delay. At the conclusion of
this matter, all documents obtained shall be returned upon request.
Termination
Client shall have the right to terminate Richard O. Weed's engagement
by written notice at any time. Richard O. Weed has the same right to terminate
this engagement, subject to an obligation to give Client reasonable notice to
permit it to obtain alternative representation or services and subject to
applicable ethical provisions. Richard O. Weed will be expected to provide
reasonable assistance in effecting a transfer of responsibilities to the new
firm.
Dated: January 13, 1999
MediaX Corporation
By: /s/ Rainer Poertner
-----------------------------
Name: Rainer Poertner
Title: Chairman
Archer & Weed
By: /s/ Richard O. Weed
-----------------------------
Name: Richard O. Weed
Title: Special Project Counsel
<PAGE>
EXHIBIT 10B
FEE AGREEMENT FOR ACCOUNTING SERVICES
This agreement is between Mediax Corporation, a Nevada Corporation
("Client"), whose address is 8522 National Boulevard, Suite 110, Culver
City,California 90049 and Steven H. Dong, an individual ("Consultant") whose
address is 4695 MacArthur Court, Suite #530, Newport Beach, California 92660.
Consultant has agreed to provide accounting services to Client with
respect to any and all accounting matters or special projects referred to
Consultant by Client from time to time. This agreement is made in advance as to
the conditions and guidelines that will govern the relationship between the
parties.
The services that Consultant will provide shall be in accordance with
the following terms and conditions:
Professional Fees
Consultant's rate is $ 100 per hour. It is anticipated that Client and
Consultant will agree on a fixed fee for special projects from time to time and
such fixed fee arrangements for special projects will be agreed to in writing.
Client understands Consultant's billing rate may be reasonably adjusted from
time to time, but not more frequently than annually. Notice of any such
adjustments will be given within a reasonable time. Client further understands
that during the course of Consultant's engagement, it may be necessary or
advisable to delegate various portions of this matter to others.
Costs and Expenses
Client understands that in the course of providing services, it may be
necessary for Consultant to incur certain costs or expenses. Client will
reimburse Consultant for certain costs or expenses actually incurred and
reasonably necessary for completing the assigned matter, as long as the charges
for costs and expenses are competitive with other sources of the same products
or services.
Billing
All bills will include a summary statement of the kinds of services
rendered during the relevant period. Client expects that Consultant will
maintain back-up documentation for all expenses. Client expects to be billed
monthly or at the conclusion of each project and expects to pay Consultant's
invoices as described below.
Payment
As payment for services and costs, Client and Consultant has agreed,
that Client place a block of 10,000 shares of free trading company stock in
Consultant's name with a national securities broker. At least once a month,
Consultant will send Client a statement for fees and costs, with written notice
to the brokerage firm of the dollar amount of such statement. Unless objection
is made to the bill, sufficient company stock, net of commission, shall then be
liquidated forthwith at the prevailing market rate to satisfy such statement.
Consultant, has not been engaged to perform, nor will Consultant agree to
perform any services in connection with a capital raising transaction. The rules
and regulations of the United States Securities and Exchange Commission do not
allow the use of a Form S-8 registration statement under such circumstances.
In the course of Consultant's representation of the company, if all the
stock is liquidated, a new block of stock sufficient to cover projected fees and
costs, in an amount contemporaneously agreed to by the parties, will again be
placed with the brokerage firm, under the terms and conditions outlined above.
<PAGE>
At the conclusion of Consultant's representation of Client and the payment of
all final fees and costs, any unused stock shall forthwith be returned to
Client.
Client has agreed to promptly register such blocks of stock pursuant to
Form S-8 at its own expense and deliver such stock to the brokerage firm upon
the filing and effectiveness of the Form S-8 Registration Statement.
Involvement of Client
Client expects to be kept closely involved with the progress of
Consultant's services in this matter. Consultant will keep Client appraised of
all material developments in this matter.
There may be times when Consultant will need to obtain information from
Client. All requests for access to documents, employees, or other information
shall be granted without unreasonable delay. At the conclusion of this matter,
all documents obtained shall be returned upon request.
Indemnification
The Client agrees that it will indemnify, defend and hold the
Consultant harmless from and against all demands, claims, actions, prosecutions,
losses, damages, liabilities, costs and expenses, including without limitation
interest, penalties, and attorney's fees and expenses, asserted against,
resulting to, imposes upon or incurred by Consultant, directly and indirectly,
resulting from any dispute, claim, suit, proceeding, or cause of action arising
from or in any way connected to the providing of services to the Client.
Termination
Client shall have the right to terminate Consultant's engagement by
written notice at any time. Consultant has the same right to terminate this
engagement, subject to an obligation to give Client reasonable notice to permit
it to obtain alternative services. Consultant will be expected to provide
reasonable assistance in effecting a transfer of responsibilities to the new
consultant.
Disputes
The laws of the State of California shall govern the interpretation of
this agreement, including all rules or codes of ethics that apply to the
provision of services. All disputes between the Client and Consultant arising
out of this engagement which cannot be settled, shall be resolved through
binding arbitration in Orange County, California in accordance with the rules
for resolution of commercial disputes, then in effect, of the American
Arbitration Association, and judgment upon the award may be entered in any Court
having jurisdiction thereof. It is further agreed that the arbitrators may, in
their sole discretion, award attorneys' fees to the prevailing party.
"Client" "Consultant"
/s/ Rainer Poertner /s/ Steven H. DOng
- ---------------------------------- -----------------------------
Rainer Poertner, Chairman Steven H. Dong
Mediax Corporation, a Nevada corporation February 6, 1999
February 16, 1999
<PAGE>
EXHIBIT 10C
1996 STOCK OPTION PLAN
ZEITGEIST WERKS, INC.
1996 STOCK OPTION PLAN
1,000,000 SHARES
This Stock Option Plan was adopted this 18th day of April 1996, by
Zeitgeist Werks, Inc. upon the following terms and conditions:
1. Definitions. Except as otherwise provided in this Plan, t he
following capitalized terms shall have the respective meanings hereafter
ascribed to them:
(a) "Board" shall mean the Board of Directors of the Corporation;
(b) "Code" shall mean the Internal Revenue Code of 1986, as
amended;
(c) "Consultant" shall mean a person who provides services to the
Corporation as an independent contractor;
(d) "Corporation" means Zeitgeist Werks, Inc. and each and all of
any present and future subsidiaries;
(e) "Date of Grant" shall mean, for each participant in the Plan,
the date on which the Board approves the specific grant of
stock options to that participant;
(f) "Employee" shall be an employee of the Corporation or any
subsidiary of the Corporation;
(g) "Grantee" shall mean the recipient of an Incentive Stock
Option under the Plan;
(h) "Incentive Stock Option" shall refer to a stock option which
qualifies under Section 422 of the Code.
(i) "Non-statutory Option" shall mean an option which is not an
Incentive Stock Option;
(j) "Shares" shall mean the Corporation's common stock, $.0001 par
value;
(k) "Shareholders" shall mean owners of record of any Shares; and
2. Purpose. The purpose of this Stock Option Plan (the "Plan") is
two-fold. First, the Plan will further the interests of the Corporation and its
shareholders by providing incentives in the form of stock options to employees
who contribute materially to the success and profitability of the Corporation.
Such stock options will be granted to recognize and reward outstanding
individual performances and contributions and will give selected employees and
interest in the Corporation parallel to that of the shareholders, thus enhancing
their proprietary interest in the Corporation's continued success and progress.
This program also will enable the Corporation to attract and retain experienced
employees. Second, the Plan will provide the Corporation flexibility and the
means to reward directors and consultants who render valuable contributions to
the Corporation.
3. Administration. This Plan will be administered by the Board. The
Board has the exclusive power to select the participants in this Plan, fix the
awards to each participant, and make all other determinations necessary or
advisable under the Plan, to determine whether the performance of an eligible
employee warrants an award under this Plan, and to determine the amount and
duration of the award. The Board has full and exclusive power to construct and
interpret this Plan, to proscribe, amend and rescind rules and regulations
relating to this Plan, and to take all actions necessary or advisable for this
Plan's administration. The Board shall have full power and authority to
determine, and at the time such option is granted shall clearly set forth,
whether the option shall be an Incentive Stock Option or a Non-statutory Option.
Any such determination made by the Board will be final and binding on all
persons. A member of the Board will not be liable for performing any act or
making any determination required by or pursuant to the Plan, if such act or
determination is made in good faith.
4. Any employee, officer, director or consultant that the Board, in its
sole discretion, designates is eligible to participate in this Plan. However,
only key employees of the Corporation shall be eligible to receive grants of
Incentive Stock Options. The Board's designation of a person as a participant in
<PAGE>
any year does not require the Board to designate that person to receive an award
under this Plan in any other year or, if so designated, to receive the same
award as any other participant in any year. The Board may consider such factors
as it deems pertinent in selecting participants and in determining the amount of
their respective awards, including, but without being limited to: (a) the
financial condition of the Corporation; (b) expected profits for the current or
future years; (c) the contributions of a prospective participant to the
profitability and success of the Corporation; and (d) the adequacy of the
prospective participant's other compensation. The Board, to its discretion, may
grant benefits to a participant under this Plan, even though stock, stock
options, stock appreciation rights or other benefits previously were granted to
him under this or another plan of the Corporation, whether or not the previously
granted benefits have been exercised, but the participant may hold such options
only on the terms and subject to the restrictions hereafter set forth.
5. Kinds of Benefits. Awards under this Plan, if any, will be granted
in options to acquire Shares as described below.
6. Options' Expiration: Limitations. Any Incentive Stock Option granted
under this Plan shall automatically expire ten years after the Date of Grant or
at such earlier time as may be described in Article 9 or directed by the Board
in the grant of the option. Notwithstanding the preceding sentence, no Incentive
Stock Option granted to a Shareholder who owns, as of the Date of Grant, stock
possessing more than ten percent of the total combined voting power of all
classes of stock of the Corporation shall, in any event, be exercisable after
the expiration of five years from the Date of Grant. For the purpose of
determining under any provision of this Plan whether a Shareholder owns stock
possessing more than ten percent of the total combined voting power of all
classes of stock of the Corporation, such Shareholder shall be considered as
owning the stock owned, directly or indirectly, by or for his brothers and
sisters (whether by the whole or half blood), spouse, ancestors and lineal
descendants, and stock owned, directly or indirectly by or for a corporation,
partnership, estate or trust shall be considered as being owned proportionately
by or for its shareholders, partners or beneficiaries.
Upon the exercise of an option, the Corporation shall deliver to the
participant certificates representing authorized but unissued Shares. The
cumulative total number of shares which may be subject to options issued and
outstanding pursuant to this Plan is limited to 1,000,000 shares. This amount
automatically will be adjusted in accordance with Article 21 of this Plan. If an
option is terminated, in whole or in part, for any reason other than its
exercise, the Board may reallocate the shares subject to that option (or to the
part thereof so terminated) to one or more other options to be granted under
this Plan.
7. Option Exercise Price. Each option shall state the option price,
which shall be not less than 100% of the fair market value of the Shares on the
Date of Grant or the par value thereof whichever is greater. Notwithstanding the
preceding sentence, in the case of a grant of an Incentive Stock Option to an
employee who, as of the Date of Grant, owns stock possessing more than ten
percent of the total combined voting power of all classes of stock of the
Corporation or its Parent or Subsidiaries, the option price shall not be less
than 110% of the fair market value of the Shares on the Date of Grant or the par
value thereof, whichever is greater.
During such time as the Shares are not traded in any securities market,
the fair market value per share shall be determined by a good faith effort of
the Board, using its best efforts and judgment. During such time as the Shares
are traded in a securities market but not listed upon an established stock
exchange, the fair market value per share shall be the mean between dealer "bid"
and "ask" prices in the securities market in which it is traded on the Date of
Grant, as reported by the National Association of Securities Dealers, Inc. If
the Shares are listed upon an established stock exchange or exchanges such fair
market value shall be deemed to be the highest closing price on such stock
exchange or exchanges on the Date of Grant, or if no sale of any Shares shall
have been made on any stock exchange on that day, on the next preceding day on
which there was such a sale. Subject to the foregoing, the Board shall have full
authority and discretion to fixing the option price and shall be fully protected
in doing so.
8. Maximum Option Exercise. The aggregate fair market value (determined
as of the Date of Grant) of the stock with respect to which Incentive Stock
Options are exercisable for the first time by a grantee during any calendar year
(under all such plans of the Corporation and its parent or subsidiary, if any)
shall not exceed $100,000. For purposes of this Article 8, the value of stock
acquired through the exercise of Non-statutory Options shall not be included in
the computation of the aggregate fair market value.
<PAGE>
9. Exercise of Options.
(a) No stock option granted under this Plan may be exercised
before the Grantee's completion of such period of services as may be specified
by the Board on the Date of Grant. Furthermore, the timing of the exercise of
any option granted under this Plan may be subject to a vesting schedule based
upon years of service or an expiration schedule as may be specified by the Board
on the Date of Grant. Thereafter, or if no such period is specified subject to
the provisions of subsections (c), (d), (e), (f) and (g) of this Article 9, the
Grantee may exercise the option in full or in part at any time until expiration
of the option.
A Grantee cannot exercise an Incentive Stock Option granted
under this Plan unless, at the time of exercise, he has been continuously
employed by the Corporation since the date the option was granted. The Board may
decide in each case to what extent bona fide leaves of absence for illness,
temporary disability, government or military service, or other reasons will not
be deemed to interrupt continuous employment.
(b) Unless an Option specifically provides to the contrary, all options
granted under this Plan shall immediately become exercisable in full in the
event of the consummation of any of the following transactions:
(i) A merger or acquisition in which the Company is not the
surviving entity;
(ii) The sale, transfer or other disposition of all or
substantially all of the assets of the Company; or
(iii) Any merger in which the Company is the surviving entity
but in which fifty percent (50%) or more of the Company's outstanding
voting stock is issued to holders different from those who held the
stock immediately prior to such merger.
(c) Except as provided in subsections (d), (e) and (f) of this Article
9, a Grantee cannot exercise an Incentive Stock Option after he ceases to be an
employee of the Corporation, unless the Board, in its sole discretion, grants
the recipient an extension of time to exercise the Incentive Stock Option after
cessation of employment. The extension of time of exercise that may be granted
by the Board under this subsection (c) shall not exceed three months after the
date on which the Grantee ceases to be an employee and in no case shall extend
beyond the stated expiration date of the option.
(d) If the employment of a Grantee is terminated by the Corporation for
a cause as defined in subsection (i) of this Article 9, all rights to any stock
option granted under this Plan shall terminate, including but not limited to the
ability to exercise such stock options.
(e) If a Grantee ceases to be an employee as a result of retirement, he
may exercise the Incentive Stock Option within three months after the date on
which he ceases to be an employee, (but no later than the stated expiration date
of the option) to the extent that the Incentive Stock Option was exercisable
when he ceased to be an employee. An employee shall be regarded as retired if he
terminates employment after his sixty-fifth birthday.
(f) If a Grantee ceases to be an employee because of disability (within
the meaning of Section 105(d)(4) of the Code), or if a Grantee dies, and if at
the time of the Grantee's disability or death he was entitled to exercise an
Incentive Stock Option granted under this Plan, the Incentive Stock Option can
be exercised within 12 months after his death or termination of employment on
account of disability (but no later than the stated expiration date of the
option), by the Grantee in the case of disability or, in the case of death, by
his personal representative, estate or the person who acquired by gift, bequest
or inheritance his right to exercise the Incentive Stock Option. Such options
can be exercised only as to the number of shares for which they could have been
exercised at the time the Grantee died or became disabled.
(g) With respect to Non-statutory Options granted to Board members, the
Board may provide on the Date of the Grant that such options will expire a
specified number of days after such Board member ceases to be a member of the
Board. In the absence of any such provision, the option will expire on the
stated expiration date of the option.
(h) Any stock option granted under this Plan will terminate, as a whole
or in part, to the extent that, in accordance with this Article 9, it no longer
can be exercised.
<PAGE>
(i) For purposes of this Article 9, "cause" shall mean the
following:
(1) Fraud or criminal misconduct;
(2) Gross negligence;
(3) Willful or continuing disregard for the safety or
soundness of the Corporation;
(4) Willful or continuing violation of the published
rules of the Corporation.
10. Method of Exercise. Each option granted under this Plan will be
deemed to be exercised when the holder of it indicates his decision to do so in
writing delivered to the Corporation and concurrently tenders to the Corporation
full payment in cash or by certified check for the shares to be purchased
pursuant to the exercise of the option and complies with such other reasonable
requirements as the Board establishes pursuant to this Plan. No person, personal
representative, estate or other entity will have the rights of a shareholder
with respect to shares subject to an option granted under this Plan until a
certificate or certificates for the shares have been delivered to the person
exercising the option.
Any option granted under this Plan may be exercised as to any lesser
number of shares than the full amount for which such option has been granted. A
partial exercise of an option will not affect the Grantee's rights to exercise
the option from time to time in accordance with this Plan as to the remaining
shares subject to the option.
11. Taxes; Compliance with Law; Approval of Regulatory Bodies. The
Corporation, if necessary or, may pay or withhold the amount of any tax
attributable to any amount payable or shares deliverable under this Plan and the
Corporation may defer making payment on delivery until it is indemnified to its
satisfaction for that tax. Stock options are exercisable, and shares can be
delivered under this Plan, only in compliance with all applicable federal and
state laws and regulations, including, without limitation, state and federal
securities laws, and the rules of all stock exchanges on which the Corporation's
shares are listed at any time. Any certificate issued pursuant to options
granted under this Plan shall bear such legends and statements as the Board
deems advisable to assure compliance with federal and state laws and
regulations. No option may be exercised, and shares may not be issued under this
Plan, until the Corporation has obtained the consent or approval of every
regulatory body, federal or state, having jurisdiction over such matters as the
Board deems advisable.
Specifically, in the event that the Corporation deems it necessary or
desirable to file a registration statement with the Securities and Exchange
Commission or any State Securities Commission, no option granted under this Plan
may be exercised, and shares may not be issued, until the Corporation has
obtained the consent or approval of such Commission.
In the case of the exercise of an option by a person or estate
acquiring by bequest or inheritance the right to exercise such option, the Board
may require reasonable evidence as to the ownership of the option and may
require such consents and releases of taxing authorities as the Board deems
advisable.
12. Assignability. Each option granted under this Plan is not
transferable other than by will or the laws of descent and distribution. Each
option is exercisable during the life of the Grantee only by him.
13. Tenure. A participant's rights, if any, to continue to serve the
Corporation as an officer, employer or otherwise, will not be enlarged or
otherwise affected by his designation as a participant under this Plan, and such
designation will not in any way restrict the right of the Corporation to
terminate at any time the employment or affiliation of any participant for cause
or otherwise.
14. Amendment and Termination of Plan. The Board may alter, amend or
terminate this Plan from time to time without approval of the shareholders.
However, without the approval of the shareholders, no amendment will be
effective that:
(a) materially increases the benefits accruing to participants
under this Plan;
<PAGE>
(b) increases the cumulative number of shares that may be
delivered upon the exercise of options granted under this Plan or the
aggregate fair market value of options which a participant may exercise
in any calendar year:
(c) materially modifies the eligibility requirements for
participants in this Plan; or
(d) amends the requirements of paragraphs (a)-(c) of this
Article 14.
Any amendment whether with or without the approval of shareholders,
that alters the terms or provisions of an option granted before the amendment
will be effective only with the consent of the participant to whom the option
was granted or the holder currently entitled to exercise it, except for
adjustments expressly authorized by this Plan.
15. Expenses of Plan. The expenses of this Plan will be borne by the
Corporation.
16. Duration of Plan. Options may only be granted under this Plan
during the ten years immediately following the earlier of the adoption of this
Plan or its approval by the Shareholders. Options granted during that ten year
period will remain valid thereafter in accordance with their terms and the
provisions of this Plan.
17. Other Provisions. The option agreements authorized under this Plan
shall contain such other provisions including, without limitation, restrictions
upon the exercise of the option, as the Board shall deem advisable. Any such
option agreements, which are amended to be "Incentive Stock Options" shall
contain such limitations and restrictions upon the exercise of the option as
shall be necessary in order that such option will be an "Incentive Stock Option"
as defined in Section 422 of the Code.
18. Indemnification of the Board. In addition to such other rights of
indemnification as they may have as directors, the members of the Board shall be
indemnified by the Corporation against the reasonable expenses, including
attorneys' fees actually and necessarily incurred in connection with the defense
of any action, suit or proceeding, or in connection with any appeal therein, to
which they or any of them may be a party by reason of any action taken or
failure to act under or in connection with this Plan or any option granted
thereunder, and against all amounts paid by them in settlement thereof (provided
such settlement is approved by independent legal counsel selected by the
Corporation) or paid by them in satisfaction of a judgment in any such action,
suit or proceeding, except in relation to matters as to which it shall be
adjudged in such action, suit or proceeding that such director is liable for
negligence or misconduct in the performance of his duties; provided that within
60 days after the institution of any such action, suit or proceeding a director
shall in writing offer the Corporation the opportunity, at its own expenses, to
handle and defend the same.
19. Application of Funds. The proceeds received by the Corporation from
the sale of stock pursuant to options granted under this Plan will be used for
general corporate purposes.
20. No Obligation to Exercise Option. The granting of an option shall
impose no obligation upon the Grantee to exercise such option.
21. Adjustment Upon Change of Shares. If a reorganization, merger,
consolidation, reclassification, recapitalization, combination or exchange of
shares, stock split, stock dividend, rights offering, or other event affecting
shares of the Corporation occur, then the number and class of shares to which
options are authorized to be granted under this Plan, the number and class of
shares then subject to options previously granted under this Plan, and the price
per share payable upon exercise of each option outstanding under this Plan shall
be equitably adjusted by the Board to reflect such changes.
22. Number and Gender. Unless otherwise clearly indicated in this Plan,
words in the singular or plural shall include the plural and singular,
respectively, where they would so apply, and words in the masculine or neuter
gender shall include the feminine, masculine or neuter gender where applicable.
23. Applicable Law. The validity, interpretation and enforcement of
this Plan are governed in all respects by the laws of Nevada.
<PAGE>
24. Effective Date of Plan. This Plan shall not take effect until
adopted by the Board. This Plan shall terminate if it is not approved by the
holders of a majority of the outstanding shares of the capital stock of the
Corporation, which approval must occur within the period beginning twelve months
before and ending twelve months after this Plan is adopted by the Board.
ZEITGEIST WERKS, INC.
By: /s/ Nancy Poertner
----------------------------------
Nancy Poertner, Secretary
I hereby certify that the foregoing Stock Option Plan was ap roved by
the Board of Directors of Zeitgeist Werks, Inc. the 18th day of April 1996.
/s/ Nancy Poertner
----------------------------------
Nancy Poertner, Secretary
I hereby certify that the foregoing Stock Option Plan was approved by
the Shareholders of Zeitgeist Werks, Inc. the 18th day of April 1996.
/s/ Nancy Poertner
----------------------------------
Nancy Poertner, Secretary
<PAGE>
AMENDMENT TO 1996 STOCK OPTION PLAN
OF MEDIAX CORPORATION (the "Company")
WHEREAS on April 18, 1996 the Company adopted its 1996 Stock Option Plan;
WHEREAS in November 1998, the Company's board of directors authorized a reverse
split of the Company's common stock which became effective on November 18, 1998;
and
WHEREAS it is in the best interest of the Company to amend its 1996 Stock Option
Plan;
NOW THEREFORE, the Company hereby amends its 1996 Stock Option Plan so that it
reads as follows:
MEDIAX CORPORATION
1996 STOCK OPTION PLAN (as amended)
500,000 SHARES
This Stock Option Plan was adopted this 1st day of December 1998, by
MediaX Corporation upon the following terms and conditions:
1. Definitions. Except as otherwise provided in this Plan, t he
following capitalized terms shall have the respective meanings hereafter
ascribed to them:
(a) "Board" shall mean the Board of Directors of the
Corporation;
(b) "Code" shall mean the Internal Revenue Code of 1986, as
amended;
(c) "Consultant" shall mean a person who provides services to
the Corporation as an independent contractor;
(d) "Corporation" means Zeitgeist Werks, Inc. and each and all
of any present and future subsidiaries;
(e) "Date of Grant" shall mean, for each participant in the
Plan, the date on which the Board approves the specific grant of stock
options to that participant;
(f) "Employee" shall be an employee of the Corporation or any
subsidiary of the Corporation;
(g) "Grantee" shall mean the recipient of an Incentive Stock
Option under the Plan;
(h) "Incentive Stock Option" shall refer to a stock option
which qualifies under Section 422 of the Code.
(i) "Non-statutory Option" shall mean an option which is not
an Incentive Stock Option;
(j) "Shares" shall mean the Corporation's common stock, $.0001
par value;
(k) "Shareholders" shall mean owners of record of any Shares;
and
2. Purpose. The purpose of this Stock Option Plan (the "Plan") is
two-fold. First, the Plan will further the interests of the Corporation and its
shareholders by providing incentives in the form of stock options to employees
who contribute materially to the success and profitability of the Corporation.
Such stock options will be granted to recognize and reward outstanding
individual performances and contributions and will give selected employees and
interest in the Corporation parallel to that of the shareholders, thus enhancing
their proprietary interest in the Corporation's continued success and progress.
This program also will enable the Corporation to attract and retain experienced
employees. Second, the Plan will provide the Corporation flexibility and the
means to reward directors and consultants who render valuable contributions to
the Corporation.
<PAGE>
3. Administration. This Plan will be administered by the Board. The
Board has the exclusive power to select the participants in this Plan, fix the
awards to each participant, and make all other determinations necessary or
advisable under the Plan, to determine whether the performance of an eligible
employee warrants an award under this Plan, and to determine the amount and
duration of the award. The Board has full and exclusive power to construct and
interpret this Plan, to proscribe, amend and rescind rules and regulations
relating to this Plan, and to take all actions necessary or advisable for this
Plan's administration. The Board shall have full power and authority to
determine, and at the time such option is granted shall clearly set forth,
whether the option shall be an Incentive Stock Option or a Non-statutory Option.
Any such determination made by the Board will be final and binding on all
persons. A member of the Board will not be liable for performing any act or
making any determination required by or pursuant to the Plan, if such act or
determination is made in good faith.
4. Any employee, officer, director or consultant that the Board, in its
sole discretion, designates is eligible to participate in this Plan. However,
only key employees of the Corporation shall be eligible to receive grants of
Incentive Stock Options. The Board's designation of a person as a participant in
any year does not require the Board to designate that person to receive an award
under this Plan in any other year or, if so designated, to receive the same
award as any other participant in any year. The Board may consider such factors
as it deems pertinent in selecting participants and in determining the amount of
their respective awards, including, but without being limited to: (a) the
financial condition of the Corporation; (b) expected profits for the current or
future years; (c) the contributions of a prospective participant to the
profitability and success of the Corporation; and (d) the adequacy of the
prospective participant's other compensation. The Board, to its discretion, may
grant benefits to a participant under this Plan, even though stock, stock
options, stock appreciation rights or other benefits previously were granted to
him under this or another plan of the Corporation, whether or not the previously
granted benefits have been exercised, but the participant may hold such options
only on the terms and subject to the restrictions hereafter set forth.
5. Kinds of Benefits. Awards under this Plan, if any, will be granted
in options to acquire Shares as described below.
6. Options' Expiration: Limitations. Any Incentive Stock Option granted
under this Plan shall automatically expire ten years after the Date of Grant or
at such earlier time as may be described in Article 9 or directed by the Board
in the grant of the option. Notwithstanding the preceding sentence, no Incentive
Stock Option granted to a Shareholder who owns, as of the Date of Grant, stock
possessing more than ten percent of the total combined voting power of all
classes of stock of the Corporation shall, in any event, be exercisable after
the expiration of five years from the Date of Grant. For the purpose of
determining under any provision of this Plan whether a Shareholder owns stock
possessing more than ten percent of the total combined voting power of all
classes of stock of the Corporation, such Shareholder shall be considered as
owning the stock owned, directly or indirectly, by or for his brothers and
sisters (whether by the whole or half blood), spouse, ancestors and lineal
descendants, and stock owned, directly or indirectly by or for a corporation,
partnership, estate or trust shall be considered as being owned proportionately
by or for its shareholders, partners or beneficiaries.
Upon the exercise of an option, the Corporation shall deliver to the
participant certificates representing authorized but unissued Shares. The
cumulative total number of shares which may be subject to options issued and
outstanding pursuant to this Plan is limited to 1,000,000 shares. This amount
automatically will be adjusted in accordance with Article 21 of this Plan. If an
option is terminated, in whole or in part, for any reason other than its
exercise, the Board may reallocate the shares subject to that option (or to the
part thereof so terminated) to one or more other options to be granted under
this Plan.
7. Option Exercise Price. Each option shall state the option price,
which shall be not less than 100% of the fair market value of the Shares on the
Date of Grant or the par value thereof whichever is greater. Notwithstanding the
preceding sentence, in the case of a grant of an Incentive Stock Option to an
employee who, as of the Date of Grant, owns stock possessing more than ten
percent of the total combined voting power of all classes of stock of the
Corporation or its Parent or Subsidiaries, the option price shall not be less
than 110% of the fair market value of the Shares on the Date of Grant or the par
value thereof, whichever is greater.
<PAGE>
During such time as the Shares are not traded in any securities market,
the fair market value per share shall be determined by a good faith effort of
the Board, using its best efforts and judgment. During such time as the Shares
are traded in a securities market but not listed upon an established stock
exchange, the fair market value per share shall be the mean between dealer "bid"
and "ask" prices in the securities market in which it is traded on the Date of
Grant, as reported by the National Association of Securities Dealers, Inc. If
the Shares are listed upon an established stock exchange or exchanges such fair
market value shall be deemed to be the highest closing price on such stock
exchange or exchanges on the Date of Grant, or if no sale of any Shares shall
have been made on any stock exchange on that day, on the next preceding day on
which there was such a sale. Subject to the foregoing, the Board shall have full
authority and discretion to fixing the option price and shall be fully protected
in doing so.
8. Maximum Option Exercise. The aggregate fair market value (determined
as of the Date of Grant) of the stock with respect to which Incentive Stock
Options are exercisable for the first time by a grantee during any calendar year
(under all such plans of the Corporation and its parent or subsidiary, if any)
shall not exceed $100,000. For purposes of this Article 8, the value of stock
acquired through the exercise of Non-statutory Options shall not be included in
the computation of the aggregate fair market value.
9. Exercise of Options.
(a) No stock option granted under this Plan may be exercised before the
Grantee's completion of such period of services as may be specified by the Board
on the Date of Grant. Furthermore, the timing of the exercise of any option
granted under this Plan may be subject to a vesting schedule based upon years of
service or an expiration schedule as may be specified by the Board on the Date
of Grant. Thereafter, or if no such period is specified subject to the
provisions of subsections (c), (d), (e), (f) and (g) of this Article 9, the
Grantee may exercise the option in full or in part at any time until expiration
of the option.
A Grantee cannot exercise an Incentive Stock Option granted
under this Plan unless, at the time of exercise, he has been continuously
employed by the Corporation since the date the option was granted. The Board may
decide in each case to what extent bona fide leaves of absence for illness,
temporary disability, government or military service, or other reasons will not
be deemed to interrupt continuous employment.
(b) Unless an Option specifically provides to the contrary, all options
granted under this Plan shall immediately become exercisable in full in the
event of the consummation of any of the following transactions:
(i) A merger or acquisition in which the Company is not the
surviving entity;
(ii) The sale, transfer or other disposition of all or
substantially all of the assets of the Company; or
(iii) Any merger in which the Company is the surviving entity
but in which fifty percent (50%) or more of the Company's outstanding
voting stock is issued to holders different from those who held the
stock immediately prior to such merger.
(c) Except as provided in subsections (d), (e) and (f) of this
Article 9, a Grantee cannot exercise an Incentive Stock Option after he
ceases to be an employee of the Corporation, unless the Board, in its
sole discretion, grants the recipient an extension of time to exercise
the Incentive Stock Option after cessation of employment. The extension
of time of exercise that may be granted by the Board under this
subsection (c) shall not exceed three months after the date on which
the Grantee ceases to be an employee and in no case shall extend beyond
the stated expiration date of the option.
(d) If the employment of a Grantee is terminated by the
Corporation for a cause as defined in subsection (i) of this Article 9,
all rights to any stock option granted under this Plan shall terminate,
including but not limited to the ability to exercise such stock
options.
(e) If a Grantee ceases to be an employee as a result of
retirement, he may exercise the Incentive Stock Option within three
months after the date on which he ceases to be an employee, (but no
later than the stated expiration date of the option) to the extent that
the Incentive Stock Option was exercisable when he ceased to be an
employee. An employee shall be regarded as retired if he terminates
employment after his sixty-fifth birthday.
<PAGE>
(f) If a Grantee ceases to be an employee because of
disability (within the meaning of Section 105(d)(4) of the Code), or if
a Grantee dies, and if at the time of the Grantee's disability or death
he was entitled to exercise an Incentive Stock Option granted under
this Plan, the Incentive Stock Option can be exercised within 12 months
after his death or termination of employment on account of disability
(but no later than the stated expiration date of the option), by the
Grantee in the case of disability or, in the case of death, by his
personal representative, estate or the person who acquired by gift,
bequest or inheritance his right to exercise the Incentive Stock
Option. Such options can be exercised only as to the number of shares
for which they could have been exercised at the time the Grantee died
or became disabled.
(g) With respect to Non-statutory Options granted to Board
members, the Board may provide on the Date of the Grant that such
options will expire a specified number of days after such Board member
ceases to be a member of the Board. In the absence of any such
provision, the option will expire on the stated expiration date of the
option.
(h) Any stock option granted under this Plan will terminate,
as a whole or in part, to the extent that, in accordance with this
Article 9, it no longer can be exercised.
(i) For purposes of this Article 9, "cause" shall mean the
following:
(1) Fraud or criminal misconduct;
(2) Gross negligence;
(3) Willful or continuing disregard for the safety or
soundness of the Corporation;
(4) Willful or continuing violation of the published
rules of the Corporation.
10. Method of Exercise. Each option granted under this Plan will be
deemed to be exercised when the holder of it indicates his decision to do so in
writing delivered to the Corporation and concurrently tenders to the Corporation
full payment in cash or by certified check for the shares to be purchased
pursuant to the exercise of the option and complies with such other reasonable
requirements as the Board establishes pursuant to this Plan. No person, personal
representative, estate or other entity will have the rights of a shareholder
with respect to shares subject to an option granted under this Plan until a
certificate or certificates for the shares have been delivered to the person
exercising the option.
Any option granted under this Plan may be exercised as to any lesser
number of shares than the full amount for which such option has been granted. A
partial exercise of an option will not affect the Grantee's rights to exercise
the option from time to time in accordance with this Plan as to the remaining
shares subject to the option.
11. Taxes; Compliance with Law; Approval of Regulatory Bodies. The
Corporation, if necessary or, may pay or withhold the amount of any tax
attributable to any amount payable or shares deliverable under this Plan and the
Corporation may defer making payment on delivery until it is indemnified to its
satisfaction for that tax. Stock options are exercisable, and shares can be
delivered under this Plan, only in compliance with all applicable federal and
state laws and regulations, including, without limitation, state and federal
securities laws, and the rules of all stock exchanges on which the Corporation's
shares are listed at any time. Any certificate issued pursuant to options
granted under this Plan shall bear such legends and statements as the Board
deems advisable to assure compliance with federal and state laws and
regulations. No option may be exercised, and shares may not be issued under this
Plan, until the Corporation has obtained the consent or approval of every
regulatory body, federal or state, having jurisdiction over such matters as the
Board deems advisable.
Specifically, in the event that the Corporation deems it necessary or
desirable to file a registration statement with the Securities and Exchange
Commission or any State Securities Commission, no option granted under this Plan
may be exercised, and shares may not be issued, until the Corporation has
obtained the consent or approval of such Commission.
<PAGE>
In the case of the exercise of an option by a person or estate
acquiring by bequest or inheritance the right to exercise such option, the Board
may require reasonable evidence as to the ownership of the option and may
require such consents and releases of taxing authorities as the Board deems
advisable.
12. Assignability. Each option granted under this Plan is not
transferable other than by will or the laws of descent and distribution. Each
option is exercisable during the life of the Grantee only by him.
13. Tenure. A participant's rights, if any, to continue to serve the
Corporation as an officer, employer or otherwise, will not be enlarged or
otherwise affected by his designation as a participant under this Plan, and such
designation will not in any way restrict the right of the Corporation to
terminate at any time the employment or affiliation of any participant for cause
or otherwise.
14. Amendment and Termination of Plan. The Board may alter, amend or
terminate this Plan from time to time without approval of the shareholders.
However, without the approval of the shareholders, no amendment will be
effective that:
(a) materially increases the benefits accruing to participants
under this Plan;
(b) increases the cumulative number of shares that may be
delivered upon the exercise of options granted under this Plan or the
aggregate fair market value of options which a participant may exercise
in any calendar year:
(c) materially modifies the eligibility requirements for
participants in this Plan; or
(d) amends the requirements of paragraphs (a)-(c) of this
Article 14.
Any amendment whether with or without the approval of shareholders,
that alters the terms or provisions of an option granted before the amendment
will be effective only with the consent of the participant to whom the option
was granted or the holder currently entitled to exercise it, except for
adjustments expressly authorized by this Plan.
15. Expenses of Plan. The expenses of this Plan will be borne by the
Corporation.
16. Duration of Plan. Options may only be granted under this Plan
during the ten years immediately following the earlier of the adoption of this
Plan or its approval by the Shareholders. Options granted during that ten year
period will remain valid thereafter in accordance with their terms and the
provisions of this Plan.
17. Other Provisions. The option agreements authorized under this Plan
shall contain such other provisions including, without limitation, restrictions
upon the exercise of the option, as the Board shall deem advisable. Any such
option agreements, which are amended to be "Incentive Stock Options" shall
contain such limitations and restrictions upon the exercise of the option as
shall be necessary in order that such option will be an "Incentive Stock Option"
as defined in Section 422 of the Code.
18. Indemnification of the Board. In addition to such other rights of
indemnification as they may have as directors, the members of the Board shall be
indemnified by the Corporation against the reasonable expenses, including
attorneys' fees actually and necessarily incurred in connection with the defense
of any action, suit or proceeding, or in connection with any appeal therein, to
which they or any of them may be a party by reason of any action taken or
failure to act under or in connection with this Plan or any option granted
thereunder, and against all amounts paid by them in settlement thereof (provided
such settlement is approved by independent legal counsel selected by the
Corporation) or paid by them in satisfaction of a judgment in any such action,
suit or proceeding, except in relation to matters as to which it shall be
adjudged in such action, suit or proceeding that such director is liable for
negligence or misconduct in the performance of his duties; provided that within
60 days after the institution of any such action, suit or proceeding a director
shall in writing offer the Corporation the opportunity, at its own expenses, to
handle and defend the same.
<PAGE>
19. Application of Funds. The proceeds received by the Corporation from
the sale of stock pursuant to options granted under this Plan will be used for
general corporate purposes.
20. No Obligation to Exercise Option. The granting of an option shall
impose no obligation upon the Grantee to exercise such option.
21. Adjustment Upon Change of Shares. If a reorganization, merger,
consolidation, reclassification, recapitalization, combination or exchange of
shares, stock split, stock dividend, rights offering, or other event affecting
shares of the Corporation occur, then the number and class of shares to which
options are authorized to be granted under this Plan, the number and class of
shares then subject to options previously granted under this Plan, and the price
per share payable upon exercise of each option outstanding under this Plan shall
be equitably adjusted by the Board to reflect such changes.
22. Number and Gender. Unless otherwise clearly indicated in this Plan,
words in the singular or plural shall include the plural and singular,
respectively, where they would so apply, and words in the masculine or neuter
gender shall include the feminine, masculine or neuter gender where applicable.
23. Applicable Law. The validity, interpretation and enforcement of
this Plan are governed in all respects by the laws of Nevada.
24. Effective Date of Plan. This Plan shall not take effect until
adopted by the Board. This Plan shall terminate if it is not approved by the
holders of a majority of the outstanding shares of the capital stock of the
Corporation, which approval must occur within the period beginning twelve months
before and ending twelve months after this Plan is adopted by the Board.
MEDIAX CORPORATION
By: /s/ Nancy Poertner
----------------------------------
Nancy Poertner, Secretary
I hereby certify that the foregoing Stock Option Plan was approved by
the Board of Directors of MediaX Corporation on the 1st day of December 1998.
/s/ Nancy Poertner
----------------------------------
Nancy Poertner, Secretary
<PAGE>
EXHIBIT 24.1
CONSENT OF RICHARD O. WEED TO USE OF OPINION
ARCHER & WEED
Special Project Counsel
4695 MACARTHUR COURT, SUITE 530, NEWPORT BEACH, CALIFORNIA 92660-2164
TELEPHONE (949) 760-7424 FACSIMILE (949) 475-9087
WRITER'S DIRECT NUMBER
(949) 475-9086
March 17, 1999
Board of Directors
MediaX Corporation
8522 National Boulevard
Suite 110
Culver City, CA 90232
Re: Form S-8
Gentlemen:
I hereby consent to the filing of my opinion dated even date herewith
as an Exhibit to the March 17, 1999, Form S-8 Registration Statement to be filed
by MediaX Corporation
I further consent to the reference to me and my opinion under the
caption "Legal Opinion and Experts" in the Prospectus.
Very truly yours,
/s/ Richard O. Weed
---------------------------------------
Richard O. Weed
<PAGE>
EXHIBIT 24.2
CONSENT OF
DAVIS & CO., CPA'S, PC
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement of
MediaX Corporation on Form S-8 of our report dated March 6, 1998, appearing in
the Annual Report on Form 10-KSB of MediaX Corporation for the year ended
December 31, 1997 and to the reference to us under the heading "Experts" in the
Prospectus which is part of this Registration Statement.
/s/ Davis & Co., CPA's, PC
--------------------------------------
Davis & Co., CPA's, PC
Englewood, CO
March 17, 1999
