SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


                                 XOX CORPORATION
             (Exact name of registrant as specified in its charter)

              DELAWARE                                  93-0898539
      (State of incorporation)             (I.R.S. Employer Identification No.)

                              7640 WEST 78TH STREET
                          BLOOMINGTON, MINNESOTA 55439
              (Address of Principal Executive Offices and Zip Code)

                                 XOX CORPORATION
                             1996 STOCK OPTION PLAN
                            (Full title of the plan)

                                Dr. Pradeep Sinha
                             Chief Executive Officer
                              7640 West 78th Street
                          Bloomington, Minnesota 55439
                            Telephone (612) 946-1191
                      (Name, address, and telephone number,
                   including area code, of agent for service)

<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
======================================================================================
                                                               PROPOSED
                                              PROPOSED         MAXIMUM
                                              MAXIMUM         AGGREGATE      AMOUNT OF
TITLE OF SECURITIES      AMOUNT TO BE      OFFERING PRICE      OFFERING    REGISTRATION
 TO BE REGISTERED        REGISTERED(1)      PER SHARE(2)       PRICE(2)         FEE
---------------------------------------------------------------------------------------
<S>                    <C>                    <C>             <C>             <C>
  COMMON STOCK         1,000,000 shares       $2.125          $2,125,000      $626.88
($.025 PAR VALUE)
---------------------------------------------------------------------------------------
</TABLE>

<PAGE>


(1)      The registration statement relates to 1,000,000 shares of Common Stock
         that have been or may be granted pursuant to the Registrant's 1996
         Amended Omnibus Stock Plan. In addition, pursuant to Rule 416(c) under
         the Securities Act of 1933, this registration statement also covers an
         indeterminate number of shares to be offered or sold pursuant to the
         Plan as a result of the operation of the provisions of the Plan
         intended to prevent dilution in the event of stock splits,
         consolidations or similar changes in capital stock.

(2)      Estimated solely for purposes of computing the registration fee
         pursuant to Rule 457(h)(1), based on the average of the bid and asked
         price of the Common Stock on Aaugust 7, 1998, as reported on the
         Over-the-counter Bulletin Board.


                                       ii

<PAGE>


                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         Pursuant to Rule 428(b)(1) under the Securities Act of 1933, as
amended, the document containing the information specified in Part I of Form S-8
will be distributed to persons who receive grants under the 1996 Amended Stock
Option Plan (the "Plan"). That disclosure document constitutes a Section 10(a)
prospectus and is incorporated by reference in this Registration Statement, but
is not being filed with the Commission either as part of this Registration
Statement or as a prospectus or prospectus supplement.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents previously filed with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), by XOX Corporation (the "Company")
are, as of their respective dates, incorporated in this Registration Statement
by reference and made a part hereof:

(1)      The Company's latest Annual Report on Form 10-KSB (File No. 000-28610)
         for the year ended December 31, 1997;

(2)      All other reports filed by the Company pursuant to Section 13(a) or
         15(d) of the Securities Exchange Act of 1934 ("Exchange Act") since the
         end of the fiscal year covered by the Annual Report referred to in (1)
         above.

(3)      The description of the Company's Common Stock, par value $.025 per
         share, which is contained in the Company's Registration Statement on
         Form SB-2 (File No. 000-28610).

         All reports and other documents filed by the Company with the
Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act
subsequent to the date of this Registration Statement and prior to the filing of
a post-effective amendment which indicates that all securities offered have been
sold or which deregisters 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.

         Any statement contained in a document incorporated, or deemed to be
incorporated, by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or incorporated by reference or in any other subsequently filed
document that also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.

<PAGE>


ITEM 4.  DESCRIPTION OF SECURITIES

         This section is not applicable as the Company's Common Stock is
registered under Section 12 of the Exchange Act.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Under Delaware law, a corporation may indemnify any person who was or
is a party or is threatened to be made a party to an action (other than an
action by or in the right of the corporation) by reason of such person's
services as a director or officer of the corporation, or such person's service,
at the corporation's request, as a director, officer, employee or agent of
another corporation or other enterprise, against expenses (including attorneys'
fees) that are actually and reasonably incurred by such person ("Expenses"), and
judgments, fines and amounts paid in settlement that are actually and reasonably
incurred by such person, in connection with the defense or settlement of such
action, provided that such person acted in good faith and in a manner such
person reasonably believed to be lawful. Although Delaware law permits a
corporation to indemnify any person referred to above against Expenses in
connection with the defense or settlement of an action by or in the right of the
corporation, provided that he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the corporation's best interests, if such
person has been judged liable to the corporation, indemnification is only
permitted to the extent that the Court of Chancery (or the court in which the
action was brought) determines that, despite the adjudication of liability, such
person is entitled to indemnity for such Expenses as the court deems proper. The
General Corporation Law of the State of Delaware also provides for mandatory
indemnification of any director, officer, employee or agent against Expenses to
the extent such person has been successful in any proceeding covered by the
statute. In addition, the General Corporation Law of the State of Delaware
provides the general authorization of advancement of a director's or officer's
litigation Expenses in lieu of requiring the authorization of such advancement
by the board of directors in specific cases and that indemnification and
advancement of Expenses provided by the statute shall not be deemed exclusive of
any other rights to which those seek indemnification of Expenses may be entitled
under any bylaw, agreement or otherwise.

         Article X of the Company's By-Laws along with separate indemnity
agreements between the directors and the Company provide for the broad
indemnification of the directors and officers of the Company and for the
advancement of litigation Expenses to the fullest extent required or permitted
by current Delaware law.

         The Company also maintains a policy of directors and officers liability
insurance that reimburses the Company for Expenses that it may incur in
conjunction with the foregoing indemnity provisions and that may provide
director indemnification to officers and directors where the Company is unable
to do so.

                                       2

<PAGE>


         The Certificate of Incorporation of the Company eliminates the personal
liability of a director to the Company or its stockholders for monetary damages
for breach of fiduciary duty as a director, except under certain circumstances
involving certain wrongful acts such as breach of a director's duty of loyalty,
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, for any unlawful acts under Section 174 of the General
Corporation Law of the State of Delaware, or for any transaction from which a
director derives an improper personal benefit.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         This section is not applicable as there are no restricted securities to
be offered or resold pursuant to this registration statement.

ITEM 8.  EXHIBITS

<TABLE>
<CAPTION>

Exhibit No.                        Description                     Method of Filing
----------                        -----------                      ----------------
<S>      <C>                                                       <C>
3.1      XOX Amended and Restated Certificate of                   Incorporated by
         Incorporation ........................................... reference

3.2      XOX Amended and Restated Bylaws ......................... Incorporated by
                                                                   reference
4.16     XOX Corporation 1996 Amended Omnibus Stock
         Plan .................................................... Filed Electronically

5.1      Opinion and Consent of Doherty, Rumble & Butler
         P.A. as to the legality of the shares being registered .. Filed Electronically

23.1     Consent of Ernst & Young, LLP ........................... Filed Electronically

23.2     Consent of Counsel (Contained in its opinion filed as
         Exhibit 5.1) ............................................ Filed Electronically

24.1     Power of Attorney (included in the signature page to
         this Registration Statement) ............................ Filed Electronically

</TABLE>

ITEM 9.  UNDERTAKINGS

(a)      The undersigned 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:

                  (i)      To include any prospectus required by Section
                           10(a)(3) of the Securities Act of 1933;

                  (ii)     To reflect in the prospectus any facts or events
                           arising after the effective date of the Registration
                           Statement (or the most recent post-effective
                           amendment

                                       3

<PAGE>


                           thereof) which, individually or in the aggregate,
                           represent a fundamental change in the information set
                           forth in the Registration Statement;

                  (iii)    To 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, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
Registration Statement is on Form S-3 or Form S-8 and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.

         (2)      That, for the purpose of determining any liability under the
                  Securities Act of 1933, each such post-effective amendment
                  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.

(b)      The undersigned registrant hereby undertakes that, for purposes of
         determining any liability under the Securities Act of 1933, each filing
         of the Registrant's annual report pursuant to Section 13(a) or Section
         15(d) of the Securities Exchange 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.

(c)      Insofar as indemnification for liabilities arising under the Securities
         Act of 1933 may be permitted to directors, officers and controlling
         persons of the Registrant pursuant to the foregoing provisions, or
         otherwise, the Registrant has been advised that in the opinion of the
         Securities and Exchange Commission such indemnification is against
         public policy as expressed in the Act and is, therefore, unenforceable.
         In the event that a claim for indemnification against such liabilities
         (other then the payment by the Registrant of expenses incurred or paid
         by a director, officer or controlling person of the 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, the 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 of whether
         such indemnification by it is against public policy as expressed in the
         Act and will be governed by the final adjudication of such issue.

                                       4


<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 Bloomington, State of Minnesota, on July 28, 1998.

                                          XOX CORPORATION
                                            REGISTRANT


                                          By  /s/ Dr. Pradeep Sinha /s/
                                              ----------------------------------
                                              Name:  Dr. Pradeep Sinha
                                              Title: Chief Executive Officer


                                POWER OF ATTORNEY

         KNOW ALL BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Dr. Pradeep Sinha, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) to this Registration
Statement and to file the same with all exhibits thereto, and other documents in
connection therewith with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent, and each of them, full power and authority to
do and perform each and every act and thing requisite or necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his substitutes, may
lawfully do or cause to be done by virtue thereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on July 28, 1998:


 /s/ Dr. Pradeep Sinha /s/          Chief Executive Officer and Director
--------------------------------    (PRINCIPAL EXECUTIVE OFFICER)
Dr. Pradeep Sinha

 /s/ Steven Mercil /s/              Interim Chief Financial Officer and Director
--------------------------------    (PRINCIPAL FINANCIAL OFFICER)
Steven Mercil

 /s/ Thomas J. Lucas /s/            Director
--------------------------------
Thomas J. Lucas

                                       5

<PAGE>


 /s/ Steven B. Liefschultz /s/      Director
--------------------------------
Steven B. Liefschultz

 /s/ John Sherbin VI /s/            Director
--------------------------------
John Sherbin VI

 /s/ Bernard J. Reeck /s/           Director
--------------------------------
Bernard J. Reeck

 /s/ Richard L. Fast /s/            Director
--------------------------------
Richard L. Fast

                                       6
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SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                 XOX CORPORATION
             (Exact name of registrant as specified in its charter)

              DELAWARE                                  93-0898539
      (State of incorporation)             (I.R.S. Employer Identification No.)

                              7640 WEST 78TH STREET
                          BLOOMINGTON, MINNESOTA 55439
              (Address of Principal Executive Offices and Zip Code)

                                 XOX CORPORATION
                             1996 STOCK OPTION PLAN
                            (Full title of the plan)

                                Dr. Pradeep Sinha
                             Chief Executive Officer
                              7640 West 78th Street
                          Bloomington, Minnesota 55439
                            Telephone (612) 946-1191
                      (Name, address, and telephone number,
                   including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
======================================================================================
                                                               PROPOSED
                                              PROPOSED         MAXIMUM
                                              MAXIMUM         AGGREGATE      AMOUNT OF
TITLE OF SECURITIES      AMOUNT TO BE      OFFERING PRICE      OFFERING    REGISTRATION
 TO BE REGISTERED        REGISTERED(1)      PER SHARE(2)       PRICE(2)         FEE
---------------------------------------------------------------------------------------
COMMON STOCK         1,000,000 shares       $2.125          $2,125,000      $626.88
($.025 PAR VALUE)
---------------------------------------------------------------------------------------
(1)      The registration statement relates to 1,000,000 shares of Common Stock
         that have been or may be granted pursuant to the Registrant's 1996
         Amended Omnibus Stock Plan. In addition, pursuant to Rule 416(c) under
         the Securities Act of 1933, this registration statement also covers an
         indeterminate number of shares to be offered or sold pursuant to the
         Plan as a result of the operation of the provisions of the Plan
         intended to prevent dilution in the event of stock splits,
         consolidations or similar changes in capital stock.

(2)      Estimated solely for purposes of computing the registration fee
         pursuant to Rule 457(h)(1), based on the average of the bid and asked
         price of the Common Stock on Aaugust 7, 1998, as reported on the
         Over-the-counter Bulletin Board.

                                       ii
PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         Pursuant to Rule 428(b)(1) under the Securities Act of 1933, as
amended, the document containing the information specified in Part I of Form S-8
will be distributed to persons who receive grants under the 1996 Amended Stock
Option Plan (the "Plan"). That disclosure document constitutes a Section 10(a)
prospectus and is incorporated by reference in this Registration Statement, but
is not being filed with the Commission either as part of this Registration
Statement or as a prospectus or prospectus supplement.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents previously filed with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), by XOX Corporation (the "Company")
are, as of their respective dates, incorporated in this Registration Statement
by reference and made a part hereof:

(1)      The Company's latest Annual Report on Form 10-KSB (File No. 000-28610)
         for the year ended December 31, 1997;

(2)      All other reports filed by the Company pursuant to Section 13(a) or
         15(d) of the Securities Exchange Act of 1934 ("Exchange Act") since the
         end of the fiscal year covered by the Annual Report referred to in (1)
         above.

(3)      The description of the Company's Common Stock, par value $.025 per
         share, which is contained in the Company's Registration Statement on
         Form SB-2 (File No. 000-28610).

         All reports and other documents filed by the Company with the
Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act
subsequent to the date of this Registration Statement and prior to the filing of
a post-effective amendment which indicates that all securities offered have been
sold or which deregisters 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.

         Any statement contained in a document incorporated, or deemed to be
incorporated, by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or incorporated by reference or in any other subsequently filed
document that also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.
ITEM 4.  DESCRIPTION OF SECURITIES

         This section is not applicable as the Company's Common Stock is
registered under Section 12 of the Exchange Act.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Under Delaware law, a corporation may indemnify any person who was or
is a party or is threatened to be made a party to an action (other than an
action by or in the right of the corporation) by reason of such person's
services as a director or officer of the corporation, or such person's service,
at the corporation's request, as a director, officer, employee or agent of
another corporation or other enterprise, against expenses (including attorneys'
fees) that are actually and reasonably incurred by such person ("Expenses"), and
judgments, fines and amounts paid in settlement that are actually and reasonably
incurred by such person, in connection with the defense or settlement of such
action, provided that such person acted in good faith and in a manner such
person reasonably believed to be lawful. Although Delaware law permits a
corporation to indemnify any person referred to above against Expenses in
connection with the defense or settlement of an action by or in the right of the
corporation, provided that he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the corporation's best interests, if such
person has been judged liable to the corporation, indemnification is only
permitted to the extent that the Court of Chancery (or the court in which the
action was brought) determines that, despite the adjudication of liability, such
person is entitled to indemnity for such Expenses as the court deems proper. The
General Corporation Law of the State of Delaware also provides for mandatory
indemnification of any director, officer, employee or agent against Expenses to
the extent such person has been successful in any proceeding covered by the
statute. In addition, the General Corporation Law of the State of Delaware
provides the general authorization of advancement of a director's or officer's
litigation Expenses in lieu of requiring the authorization of such advancement
by the board of directors in specific cases and that indemnification and
advancement of Expenses provided by the statute shall not be deemed exclusive of
any other rights to which those seek indemnification of Expenses may be entitled
under any bylaw, agreement or otherwise.

         Article X of the Company's By-Laws along with separate indemnity
agreements between the directors and the Company provide for the broad
indemnification of the directors and officers of the Company and for the
advancement of litigation Expenses to the fullest extent required or permitted
by current Delaware law.

         The Company also maintains a policy of directors and officers liability
insurance that reimburses the Company for Expenses that it may incur in
conjunction with the foregoing indemnity provisions and that may provide
director indemnification to officers and directors where the Company is unable
to do so.

                                       2
The Certificate of Incorporation of the Company eliminates the personal
liability of a director to the Company or its stockholders for monetary damages
for breach of fiduciary duty as a director, except under certain circumstances
involving certain wrongful acts such as breach of a director's duty of loyalty,
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, for any unlawful acts under Section 174 of the General
Corporation Law of the State of Delaware, or for any transaction from which a
director derives an improper personal benefit.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         This section is not applicable as there are no restricted securities to
be offered or resold pursuant to this registration statement.

ITEM 8.  EXHIBITS
Exhibit No.                        Description                     Method of Filing
----------                        -----------                      ----------------
3.1      XOX Amended and Restated Certificate of                   Incorporated by
         Incorporation ........................................... reference

3.2      XOX Amended and Restated Bylaws ......................... Incorporated by
                                                                   reference
4.16     XOX Corporation 1996 Amended Omnibus Stock
         Plan .................................................... Filed Electronically

5.1      Opinion and Consent of Doherty, Rumble & Butler
         P.A. as to the legality of the shares being registered .. Filed Electronically

23.1     Consent of Ernst & Young, LLP ........................... Filed Electronically

23.2     Consent of Counsel (Contained in its opinion filed as
         Exhibit 5.1) ............................................ Filed Electronically

24.1     Power of Attorney (included in the signature page to
         this Registration Statement) ............................ Filed Electronically
ITEM 9.  UNDERTAKINGS

(a)      The undersigned 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:

                  (i)      To include any prospectus required by Section
                           10(a)(3) of the Securities Act of 1933;

                  (ii)     To reflect in the prospectus any facts or events
                           arising after the effective date of the Registration
                           Statement (or the most recent post-effective
                           amendment

                                       3
thereof) which, individually or in the aggregate,
                           represent a fundamental change in the information set
                           forth in the Registration Statement;

                  (iii)    To 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, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
Registration Statement is on Form S-3 or Form S-8 and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.

         (2)      That, for the purpose of determining any liability under the
                  Securities Act of 1933, each such post-effective amendment
                  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.

(b)      The undersigned registrant hereby undertakes that, for purposes of
         determining any liability under the Securities Act of 1933, each filing
         of the Registrant's annual report pursuant to Section 13(a) or Section
         15(d) of the Securities Exchange 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.

(c)      Insofar as indemnification for liabilities arising under the Securities
         Act of 1933 may be permitted to directors, officers and controlling
         persons of the Registrant pursuant to the foregoing provisions, or
         otherwise, the Registrant has been advised that in the opinion of the
         Securities and Exchange Commission such indemnification is against
         public policy as expressed in the Act and is, therefore, unenforceable.
         In the event that a claim for indemnification against such liabilities
         (other then the payment by the Registrant of expenses incurred or paid
         by a director, officer or controlling person of the 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, the 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 of whether
         such indemnification by it is against public policy as expressed in the
         Act and will be governed by the final adjudication of such issue.

                                       4
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 Bloomington, State of Minnesota, on July 28, 1998.

                                          XOX CORPORATION
                                            REGISTRANT

                                          By  /s/ Dr. Pradeep Sinha /s/
                                              ----------------------------------
                                              Name:  Dr. Pradeep Sinha
                                              Title: Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW ALL BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Dr. Pradeep Sinha, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) to this Registration
Statement and to file the same with all exhibits thereto, and other documents in
connection therewith with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent, and each of them, full power and authority to
do and perform each and every act and thing requisite or necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his substitutes, may
lawfully do or cause to be done by virtue thereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on July 28, 1998:

 /s/ Dr. Pradeep Sinha /s/          Chief Executive Officer and Director
--------------------------------    (PRINCIPAL EXECUTIVE OFFICER)
Dr. Pradeep Sinha

 /s/ Steven Mercil /s/              Interim Chief Financial Officer and Director
--------------------------------    (PRINCIPAL FINANCIAL OFFICER)
Steven Mercil

 /s/ Thomas J. Lucas /s/            Director
--------------------------------
Thomas J. Lucas

                                       5
/s/ Steven B. Liefschultz /s/      Director
--------------------------------
Steven B. Liefschultz

 /s/ John Sherbin VI /s/            Director
--------------------------------
John Sherbin VI

 /s/ Bernard J. Reeck /s/           Director
--------------------------------
Bernard J. Reeck

 /s/ Richard L. Fast /s/            Director
--------------------------------
Richard L. Fast

                                       6