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)

                                                      [MEDIAX\FS8:MAR1999.wpd]-2

                                                         1

<PAGE>

<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.

                                                      [MEDIAX\FS8:MAR1999.wpd]-2

                                                         2

<PAGE>

                                   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

                                                      [MEDIAX\FS8:MAR1999.wpd]-2

                                                         3

<PAGE>

         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.

                                                      [MEDIAX\FS8:MAR1999.wpd]-2

                                                         4

<PAGE>

                                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

                                                      [MEDIAX\FS8:MAR1999.wpd]-2

                                                         5

<PAGE>

                                     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.

                                                      [MEDIAX\FS8:MAR1999.wpd]-2

                                                         6

<PAGE>

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

                                                         7

<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

                                                         8

<PAGE>

                                     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

                                                         9

<PAGE>

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.

                                                      [MEDIAX\FS8:MAR1999.wpd]-2

                                                        10

<PAGE>

         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.

                                                      [MEDIAX\FS8:MAR1999.wpd]-2

                                                        11

<PAGE>

         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;

                                                      [MEDIAX\FS8:MAR1999.wpd]-2

                                                        12

<PAGE>

               (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.

                                                      [MEDIAX\FS8:MAR1999.wpd]-2

                                                        13

<PAGE>

                                   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

                                                      [MEDIAX\FS8:MAR1999.wpd]-2

                                                        14

<PAGE>

                         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

                                                      [MEDIAX\FS8:MAR1999.wpd]-2

                                                        15

<PAGE>

                                   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
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 DATED MARCH 17, 1999", "secsgml_size_bytes": 112115}]
{"company-data": {"conformed-name": "MEDIAX CORP", "cik": "0000849291", "assigned-sic": "6770", "irs-number": "841107138", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-74915", "film-number": "99571026"}, "business-address": {"street1": "8522 NATIONAL BOULEVARD", "street2": "SUITE 110", "city": "CULVER CITY", "state": "CA", "zip": "90232", "phone": "310-815-8002"}, "mail-address": {"street1": "3960 INCE BOULEVARD", "street2": "SECOND FLOOR", "city": "CULVER CITY", "state": "CA", "zip": "90232"}, "former-company": [{"former-conformed-name": "ZEITGEIST WERKS INC", "date-changed": "19960307"}, {"former-conformed-name": "EDINBURGH CAPITAL INC", "date-changed": "19920703"}]}
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)

                                                      [MEDIAX\FS8:MAR1999.wpd]-2

                                                         1
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
-------------------      ----------------    ------------------       ----------     ------------
$.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
(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.

                                                      [MEDIAX\FS8:MAR1999.wpd]-2

                                                         2
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

                                                      [MEDIAX\FS8:MAR1999.wpd]-2

                                                         3
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.

                                                      [MEDIAX\FS8:MAR1999.wpd]-2

                                                         4
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

                                                      [MEDIAX\FS8:MAR1999.wpd]-2

                                                         5
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.

                                                      [MEDIAX\FS8:MAR1999.wpd]-2

                                                         6
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

                                                         7
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

                                                         8
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

                                                         9
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.

                                                      [MEDIAX\FS8:MAR1999.wpd]-2

                                                        10
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.

                                                      [MEDIAX\FS8:MAR1999.wpd]-2

                                                        11
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;

                                                      [MEDIAX\FS8:MAR1999.wpd]-2

                                                        12
(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.

                                                      [MEDIAX\FS8:MAR1999.wpd]-2

                                                        13
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

                                                      [MEDIAX\FS8:MAR1999.wpd]-2

                                                        14
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

                                                      [MEDIAX\FS8:MAR1999.wpd]-2

                                                        15
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.
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
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
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.
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.
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
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.
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
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
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.
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.
(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;
(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.
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
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.
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.
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.
(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.
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.
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
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
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