8-K

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT


     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


       Date of Report (Date of earliest event reported): JANUARY 15, 2002

                            THE X-CHANGE CORPORATION
             (Exact name of registrant as specified in its charter)


                                     NEVADA
                 (State or other jurisdiction of incorporation)


                               0 41703 51-0356301
          (Commission File Number) (IRS Employer Identification Number)


                  36 WEST 44TH STREET, SUITE 1209, NEW YORK, NY
                  10036 (Address of principal executive offices
                               including zip code)


                                 (646) 728-7023
               (Registrant's telephone number including area code)


                   48 S.W. 16TH STREET, DANIA BEACH, FL 33004
          (Former name or former address, if changed since last report)








ITEM 1.  CHANGE IN CONTROL OF REGISTRANT.

TERMS OF ACQUISITION OF WEBIX INC.: On January 15, 2002, The X-Change
Corporation, a publicly-held Nevada corporation (the "Company" or "XCHC"),
closed under an Agreement and Plan of Merger which had been entered into on
December 14, 2001 (the "Plan of Merger"). The closing resulted in X-Change
Technologies Corp., a Delaware corporation ("XCHC Technologies") which is the
wholly-owned subsidiary of XCHC, acquiring the business and operations of WEBiX
Inc., a privately-held Florida corporation ("WEBiX") in exchange for the
issuance by XCHC of a controlling interest in its shares to the former
shareholders of WEBiX. XCHC Technologies had been formed solely for the purpose
of effecting the Plan of Merger and had no assets, liabilities or operations at
the time of the closing. Upon the closing of the merger transaction, the
shareholders of XCHC elected a new board of directors which, in turn, appointed
new executive officers for XCHC.

Under the Plan of Merger, the Company acquired the business and operations of
WEBiX by issuing (a) 24,000,000 shares of common stock (the "XCHC Common
Shares") to WEBiX common shareholders on a pro rata basis, and (b) 4,000,000
shares of Series A Preferred Stock (the "XCHC Preferred Shares") and 40,000,000
warrants (the "XCHC Warrants") to WEBiX preferred shareholders on a pro rata
basis. Immediately prior to closing, certain existing shareholders of XCHC
surrendered approximately 9,500,000 XCHC Common Shares to treasury, which
reduced the number of outstanding XCHC Common Shares immediately prior to
closing to 13,002,000. Following the closing, the Company has outstanding
37,002,000 XCHC Common Shares, 4,000,000 XCHC Preferred Shares and 40,000,000
XCHC Warrants.

The XCHC Preferred Share provisions are attached as an exhibit to this filing.
Reference is made to that exhibit for a more thorough understanding of the terms
and conditions of the XCHC Preferred Shares. In summary, the XCHC Preferred
Shares (a) are a series of up to 5,000,000 shares termed Series A Convertible
Preferred Stock, (b) have a liquidation preference of $1.00 per share, (c) are
convertible at the option of the holder on a 10 XCHC Common Shares for 1 XCHC
Preferred Shares basis (subject to adjustment), (d) will automatically convert
in the event of (i) a public offering of XCHC Common Shares yielding gross
proceeds of at least $7,500,000 at a minimum price of $3.00 per share, or (ii)
in the event that holders of at least 2/3rds of the outstanding XCHC Preferred
Shares elect to convert, (e) are entitled to ten votes on parity with the XCHC
Common Shares on all matters which may be submitted to a vote, (f) are not
redeemable, and (g) are not entitled to the declaration or receipt of dividends
other than on as converted basis in the event that any dividends are declared on
the XCHC Common Shares. The XCHC Preferred Shares are considered to be a common
stock equivalent for financial reporting purposes.

The form of agreement evidencing the XCHC Warrants is attached as an exhibit to
this filing. Reference is made to that exhibit for a more thorough understanding
of the terms and conditions of the XCHC Warrants. In summary, the XCHC Warrants
are exercisable to purchase one XCHC Common Share at an exercise price of $1.00
per share (subject to adjustment) for a one year period beginning on the
effective date of the registration of the warrants and the underlying shares
(the "XCHC Warrant Shares") with the Securities and Exchange Commission under
the Securities Act of 1933, as amended.

In connection with the closing, a Lock-Up agreement was entered into amongst
various XCHC shareholders and the Company. The form of Lock-Up agreement is
attached to this filing as an exhibit. Reference is made to that exhibit for a
more thorough understanding of its terms and conditions. In summary, the Lock-Up
agreement prevents the sale or other transfer of the subject shares by the
holders prior to April 15, 2003. The parties to the Lock-Up Agreement are the
holders of 8,000,000 of the 13,002,000 outstanding XCHC Common Shares at closing
and the holders of the 24,000,000 shares of XCHC Common Stock issued to the
former WEBiX common shareholders at closing.

Following the merger, the following persons have beneficial ownership of in
excess of 5% of the outstanding shares of Common Stock of the Corporation
(assuming conversion of the XCHC Preferred Shares): K. Richard B. Niehoff-
14,671,450; Donald E. Weeden- 8,267,756, and John D. Weeden living trust-
4,178,436.




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DESCRIPTION OF THE BUSINESS OPERATIONS ACQUIRED THROUGH THE MERGER

WEBiX was formed in December 2000 for the purpose of establishing an internet
based trading market for securities that are currently quoted on the OTC
Bulletin Board (the "OTCBB"). At the time of the merger, WEBiX was in the
development phase, had not commenced the operation of its proposed market and
had no revenue producing activities. The following is a description of the
proposed business of the Company following its acquisition of WEBiX.

THE OTC SECURITIES INDUSTRY AND THE BACKGROUND OF RECENT SEC REGULATORY
INITIATIVES AIMED AT THE MICROCAP SECURITIES MARKETS:

Over-The-Counter (OTC) securities are composed of securities issued by publicly
traded companies which are registered with the Securities and Exchange
Commission (the "SEC") but which are not listed on a national securities
exchange, such as the New York or American Stock Exchanges or on the automated
quotation system maintained by the National Association of Securities Dealers,
Inc. ("NASDAQ"). These securities are sometimes also referred to as microcap
issues since the market capitalization of these companies is generally
relatively small.

Price quotations of OTC microcap securities are indicated on the OTC Bulletin
Board ("OTCBB"). The OTCBB principally differs from registered exchanges and
NASDAQ in that it functions solely as a quotation service which provides pricing
information to subscribing NASD broker-dealer members. Unlike registered
exchanges, a quotation service does not impose listing standards on the issuers
themselves. Further, the NASD has no authority over the issuers; instead, the
NASD merely requires OTCBB market makers to research the public filings on the
issuer and to sponsor the issuer for trading by that market maker by filing an
eligibility form with the NASD. The OTCBB also differs from registered exchanges
and NASDAQ in that it does not provide a means for automated order executions,
maintain listing standards and relationships with the quoted issuers or impose
obligations on market makers similar to those imposed by NASDAQ on
broker-dealers that make a market in securities that trade on the NASDAQ
National Market System or on the NASDAQ Small Cap Market System.

These differences have long been a source of concern and comment by industry
members, commentators, regulators and other interested parties, particularly in
light of concerns over the perceived increase in the incidence of fraud in OTC
securities. On March 5, 1999, the SEC proposed amendments to Rule 15c2-11 under
the Securities Exchange Act of 1934, as amended (the "Exchange Act") to attempt
to remedy these differences. (Exchange Act Release No. 34-41110, File No.
S7-5-00). These amendments, as proposed, would require broker-dealers who
publish quotes on OTCBB securities to review and record the measures taken by
them to ensure that the issuers whose securities are being quoted and traded are
financially viable prior to publishing quotes. NASD member firms expressed their
concern that compliance with this proposal would place an enormous and
unbearable cost burden on them. One predicted effect of implementation of the
proposed amendments was the elimination of "Pink Sheet" trading altogether and a
commensurate dissipation in liquidity for microcap issues generally.

In response to these expressed concerns, the SEC reproposed the amendment and
called for the establishment of a centralized database which would enhance the
availability of, and foster access to, information about microcap issuers. This
reproposal called for the establishment of a centralized information repository
(IR) that would allow subscribing broker-dealers to comply with the rule as
amended without individually being required to research the issuers that they
make a market in. The NASD, however, advised the SEC in its first comment that
it was unable to undertake the responsibility of establishing or serving as an
IR. The SEC, therefore, has encouraged the development of one or more private
sector entities to act as an IR. Although proposed rulemaking has not yet been
finalized and adopted by the SEC, management believes that an opportunity to
establish an IR is available and it is considering the feasibility of pursuing
this business opportunity. Management believes that the pending SEC rulemaking
will also create an opportunity to create market infrastructure and systems
which will assure an orderly market in OTC securities. It is this potential


                                       3



opportunity that is the focus of managements efforts at the present time and
which is discussed in the section below.

THE PROPOSED BUSINESS OF THE COMPANY AS A MARKETPLACE FOR OTCBB SECURITIES:

The Company is premised on the belief that effective markets thrive on
efficiency, investor confidence, transparency and the ready availability of
information to investors and market participants. Management does not believe
that the OTCBB currently functions as an effective marketplace. One sign of the
current market inefficiencies is the existence of substantially larger spreads
between the "bid" and "asked" price of the securities quoted on the OTCBB than
those on registered exchanges or on NASDAQ. This pricing inefficiency serves to
discourage trading of OTCBB issues and creates uncertainty among investors and
market participants. Management believes that the SEC will continue to take
steps to regulate the OTC securities industry, particularly if interest in OTC
traded securities continues to increase. Recent SEC proposed rulemaking
initiatives would increase the level of information concerning orders for the
purchase or sale of OTCBB securities which is viewed as likely to compress the
wide spread in these stocks. Management of the Company believes that the
increasing levels of public demand for microcap securities coupled with the
recent SEC regulatory initiatives presents a market opportunity for the
establishment and operation of a central exchange or marketplace for trading in
OTCBB securities that would be responsive to the concerns of the SEC, investors
and market participants alike.

The Company is currently considering two approaches in which it could function
as a central exchange or marketplace. The first would involve the attempt by the
Company to seek registration for exchange status in the same manner as the New
York or American Stock Exchanges are registered. This approach would be quite
expensive and time consuming and would delay the Company's ability to implement
its proposed marketplace. The second approach would require the Company (or an
affiliated company) to first become registered with the SEC as a broker-dealer
and to thereafter file with the SEC to be a registered operator of an
Alternative Trading System ("ATS"), which would enable the Company to provide an
order matching service to broker-dealer subscribers. The Company has chosen this
second approach and in August 2001, through its affiliated company, WEBiX
Brokerage Services, Inc., filed an application for licensure as a registered
broker-dealer with the SEC and for membership in the NASD. In January 2002,
WEBiX Brokerage Services, Inc. filed an application for licensure as a sponsor
of an Alternative Trading System. Although the regulatory licensing process is
complicated and there may be unanticipated delays, management is hopeful that
these licenses will be granted in March 2002. In the event that these licenses
are granted on a timely basis, the Company currently intends to launch its
Alternative Trading System in April 2002. Thereafter, the Company may pursue
partnership opportunities with an existing registered national securities
exchange which would enhance its exposure and credibility in the marketplace and
would potentially afford additional revenue producing opportunities in the form
of listing fees, membership fees, and market data fees.

Upon establishment of the Company's marketplace, the Company intends to offer
access to its web site on a subscription basis and further intends to charge
transaction fees for all transactions that are processed through its system.

THE COMPANY'S TECHNOLOGY ENCOMPASSES THE FEATURES AND FUNCTIONALITY THAT
MANAGEMENT BELIEVES WILL BE REQUIRED TO OPERATE A SUCCESSFUL MARKETPLACE:

The Company has licensed and has proceeded to customize and further develop a
proprietary internet-based software trading system which offers the ability to
route, display, and automatically execute orders in microcap securities in a
straight through processing (STP) environment. This user-friendly, web enabled
system requires no client-side software other than a standard web/internet
browser. The application uses extensive caching to minimize bandwidth
requirements and to thereby make the system broadly accessible.

The system is designed to handle standard brokerage order types and to report
all executions in real-time to broker-dealer subscribers. The system
incorporates order entry and routing features, automated, instantaneous
executions of orders, automated locked-in trades, best execution methodology, an
anonymous central limit order book, price and time priority, and the
preferencing of orders to counterparties for execution. The OTCBB currently


                                       4


offers none of these features. The system provides a complete quote and sales
log audit trail. In essence, the Company intends to provide a systemic
infrastructure to the microcap market that has been previously available only to
primary markets and their participants.

Additionally, the Company is also seeking opportunities to relicense its
proprietary trading technologies for use in other non competitive exchange
related applications.

DIRECTORS AND EXECUTIVE OFFICERS:


K. RICHARD B. NIEHOFF (Chairman of the Board of Directors, President and CEO).
From September 2000 to January 2002, Mr. Niehoff was President and Chief
Executive Officer of WEBiX Inc. Prior to that, from September 1999 to August
2000, he was President of VSX Technologies, Inc. a wholly-owned subsidiary of
Unified Management Corp., where he also served as Managing Director of its
broker-dealer subsidiary. From August 1998 to September 1999, Mr. Niehoff was
Vice President of Wit Capital Corp. and President of the Digital Stock Market,
Inc., a wholly-owned subsidiary of Wit Capital Corp. From May 1997 to August
1998, Mr. Niehoff was Vice President and Director of Third Market Corporation, a
registered broker-dealer. From September 1996 to May 1997, Mr. Niehoff was the
Regional Sales Manager of Interactive Brokers, LLC.

In his long career in the securities brokerage and regulatory industries, Mr.
Niehoff has also served as a Managing Director of KPMG OTC Markets Project for
the Republic of Poland and as an Advisor to the Polish Ministry of
Privatization. Mr. Niehoff also established the Trading Services Division of the
NASDAQ Stock Market and was its first executive officer. Prior to joining
NASDAQ, he served as President and Chief Operating Officer of the Cincinnati
Stock Exchange, a position he held for fifteen years. He also was a member of
the Cincinnati and Philadelphia Exchanges, and an allied member of the New York
Stock Exchange. Mr. Niehoff has been substantially involved for most of his
career in the area of building on-line transaction processing equity trading
systems for U.S. and global exchanges and brokerages and could be regarded as a
pioneer and expert in this area. Mr. Niehoff was a founding member and Director
of the Consolidated Tape Association, Composite Quote Operating Committee, and
the Intermarket Trading System Committee. Additionally, he served on the
Exchange Executive Coordinating Committee. He maintains principal and general
licenses with the NASDR and maintains various state brokerage registrations.

Mr. Niehoff earned his dual B.A. in history and economics from the University of
Cincinnati. He also attended the Colleges of Business Administration and Law at
this university at the graduate level.

DONALD E. WEEDEN (Director): For the past 15 years, Mr. Weeden has been the
Chairman of Weeden Securities Corporation, the general partner of Weeden & Co.,
L.P., a New York Stock Exchange member firm and a member of the NASD. In the
1960s and 1970s Weeden & Co., a corporation controlled by Mr. Weeden, was
regarded as a pioneer and one of the leading firms in the "third market." Mr.
Weeden has served on several committees of the SEC involved in market structure
and the SEC's National Market Advisory Board.

Mr. Weeden has also been an active investor in high technology ventures and
companies related to the securities industry. In 1959, he was a founder of
National Semiconductor Corporation and has been a director since 1962.
Subsequent venture investments included Instinet Corp., Autex, Cadence Design
and Quantum Health. Mr. Weeden has a B.A. in economics from Stanford University.

MOLLY G. BAYLEY (Director and Executive Vice-President of the Company): From
March 2001 to January 2002, Ms. Bayley was Executive Vice President of WEBiX,
Inc. From December 2000 to March 2001, Ms. Bayley was Vice President, Regulation
of Market Systems, Inc. Prior to that, from May 2000 to November 2000, she was a
principal of Molly G. Bayley Consulting. From October 1998 to April 2000 Ms.
Bayley was Vice President, Exchange Relations of OptiMark Technologies Inc. From


                                       5


November 1997 to October 1998 she was Senior Managing Director of DST Catalyst,
a company which built automated trading systems for stock exchanges.

In her career, Ms. Bayley has also served as a Vice President of NASDAQ
Operations for the NASDAQ Stock Mark and a Director of Market Surveillance for
NASDAQ. She also served as the Executive Director of the Commodity Futures
Trading Commission and as an International Regulatory Advisor for Emerging
Capital Markets at Arthur Andersen Consulting. Ms. Bayley has a B.A. in French
from Wellesley College.

JEFFREY M. SCHAEFER (Senior Vice-President): From February 2001 to January 2002,
Dr. Shaefer was Senior Vice President and Director of Research of WEBiX, Inc.
From July 2000 to February 2001 he was self-employed. From November 1997 to July
2000, Dr. Schaefer was a Consultant to the Securities Industry Association.
Prior to that, he was Senior Economic Advisor of Midwood Securities from March
1998 to December 1999. From June 1977 to November 1997, he was Senior Vice
President and Director of Research of the Securities Industry Association.

Before joining SIA, Dr. Schaefer worked as the Director of International
Financial Policy at the New York Stock Exchange. Mr. Schaefer has a B.A. in
Economics from City College of New York and an M.A. and a PhD in Economics from
Columbia University.

ERIC B. NISSAN (Director and Senior Vice-President): From March 2000 to January
2002, Mr. Nissan was a principal of WebIAm, Inc., a technology development and
consulting firm engaged in the development of exchange related applications.
From December 1997 to March 2000, he was a Programmer Analyst with Lazard Freres
and Co., LLC. Prior to that, from August 1996 to December 1997, he was an
Application Developer at Integrated Office Solutions.

Mr. Nissan's career has been focused on introducing and implementing technology
solutions for major financial institutions and brokerage firms. As a principal
and founder of WebIAm, Inc. he oversaw the day-to-day operations of the company,
as well as the development of various projects relating to the delivery of
real-time trading systems over the Internet. Mr. Nissan has a B.S. in Computer
Science from SUNY Stony Brook.

SUSAN LAPCZYNSKI (Vice President): From June 2001 to January 2002, Ms.
Lapczynski was Vice President, Market Technology and Support of WEBiX, Inc.
Prior to taking her position with WEBiX, Ms. Lapczynski was a Technology Group
Analyst with OptiMark Technolgies from May 1998 to June 2001. From September
1993 to May 1998, she was with Chase Securities Inc. (formerly Chemical Bank)
where she was a Research Analyst in the Global Investment Banking Group and a
Business Analyst in the Global Emerging Markets Group. Prior to that she was a
Senior Systems Analyst with Merrill Lynch & Co., Inc., in their Capital Markets
Information Systems divisions. Ms. Lapczynski has a B.A. in both French and
Business Administration from Rutgers College.


             CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This filing contains certain forward-looking statements, as defined in the
Private Securities Litigation Reform Act of 1995, and information relating to us
that are based on the beliefs of our management, as well as assumptions made by
and information currently available to our management. When used in this filing,
the words estimate, project, believe, anticipate, intend, expect and similar
expressions are intended to identify forward-looking statements. These
forward-looking statements reflect our current views with respect to future
events and are subject to risks and uncertainties that could cause actual
results to differ materially from those contemplated in these forward-looking
statements. You are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date on this filing. We
have no obligation to publicly release any revisions to these forward-looking
statements to reflect events or circumstances after the date of this prospectus
or to reflect the occurrence of unanticipated events.


                                       6



ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS:  See Item 1, above.

ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS: The
financial statements required will be filed within the time limitations set
forth in applicable regulations.

EXHIBITS

(c)      Exhibits

3.1      Preferred Stock Provisions
4.1      Lock-Up Agreement
10.1     Merger Agreement
10.2     Form of Warrant Agreement
99.1     Press Release

                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, as amended, the Registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.

Dated: January 30, 2002         The X-Change Corporation
                                          (Registrant)

                                By: /s/ K. Richard B. Niehoff
                                K. Richard B. Niehoff, Chief Executive Officer



                                       7

EX-3.1

                                   EXHIBIT 3.1

                         Preferred Stock Provisions







- -----------------------------
Article IV to the Articles of Incorporation was amended by adding the following
section immediately following existing section 4.2:
- -----------------------------

Section 4.21. Series A Convertible Preferred Stock. The Corporation shall have
an initial series of preferred stock created from the authorized Preferred
Shares. This series shall consist of 5,000,000 shares and be entitled Series A
Convertible Preferred Stock. Following are the powers, designations,
preferences, privileges and relative rights in respect of the Series A
Convertible Preferred Stock.

         Section 1.        Dividends.

         (a) No Dividends on Series A Preferred. The Corporation is under no
obligation to declare dividends on the Series A Preferred Stock.

         Section 2.        Liquidation, Dissolution, or Winding-Up.

         (a) Distributions to Holders of Series A Preferred. In the event of any
liquidation, dissolution or winding-up of the Corporation, the holders of
outstanding shares of Series A Preferred shall be entitled to be paid out of the
assets of the Corporation available for distribution to shareholders, before any
payment shall be made to or set aside for holders of the Common Stock, an amount
(the "Series A Liquidation Value") equal to $1.00 per share of Series A
Preferred. If upon any liquidation, dissolution or winding-up of the
Corporation, the assets lawfully available to be distributed to the holders of
Series A Preferred under the foregoing provisions of this Section 2(a) are
insufficient to permit payment to such stockholders of their full respective
preferential amounts, then all of the assets of the Corporation lawfully
available for distribution pursuant to this Section 2(a) shall be distributed
ratably among the holders of shares of Series A Preferred in proportion to the
full respective preferential amounts such holders are otherwise entitled to
receive.

         (b) Deemed Liquidations. A consolidation or merger of the Corporation
with or into or with any other person(s) or entity(ies) which result in the
exchange of outstanding shares of the Corporation for securities or other
consideration issued or paid by any such entity or its affiliate and results in
the transfer of more than 49.9% of the voting power of the Corporation or a sale
or transfer by the Corporation of all or substantially all of its assets other
than in the ordinary course of business or other similar transaction (other than
any consolidation or merger involving only a change of the state of
incorporation or merger of the Corporation with or into a wholly-owned
subsidiary of the Corporation and in which there is no change in the terms of
the Series A Preferred) shall be regarded as a liquidation, dissolution, or
winding-up of the affairs of the Corporation within the meaning of this Section
2, unless the holders of a majority in interest of the Series A Preferred elect
otherwise. For purposes of this Section 2 and of Section 5 hereof, a sale of
substantially all of the assets of the Corporation shall mean the sale or other
disposition (whether in a single transaction or a series of related
transactions) other than in the ordinary course of business of all or
substantially all of its assets, as determined by reference to either the book
value or the fair market value of such assets.

         (c) Non-Cash Distributions. In the event of a liquidation, dissolution,
or winding-up of the Corporation resulting in the availability of assets other
than cash for distribution to the holders of shares of Preferred Stock, the
holders of Preferred Stock shall be entitled to a distribution of cash and/or
other assets equal in value to the liquidation preference and other distribution
rights stated in Sections 2(a). In the event that such distribution to the
holders of shares of Preferred Stock shall include any assets other than cash,
the Board of Directors shall first determine in good faith and with due care the
value of such assets for such purpose, and shall notify all holders of shares of
Preferred Stock of such determination. The value of such assets for purposes of



the distribution under this Section 2(c) shall be the value as so determined by
the Board of Directors.

         (d) Dispute Resolution Procedures. In the event of such objection, the
valuation of such assets for purposes of such distribution shall be determined
by an arbitrator selected by the objecting stockholders and the Board of
Directors, or in the event a single arbitrator cannot be agreed upon within 10
days after the written objection sent by the objecting stockholders in
accordance with the previous sentence, the valuation of such assets shall be
determined by arbitration in which (i) the objecting stockholders shall name in
their notice of objection one arbitrator, (ii) the Board of Directors shall name
a second arbitrator within 15 days from the receipt of such notice, (iii) the
two arbitrators thus selected shall select a third arbitrator within 15 days
thereafter, and (iv) the three arbitrators thus selected shall determine the
valuation of such assets within 15 days thereafter for purposes of such
distribution by majority vote. In the event the third arbitrator is not selected
as provided herein, then such arbitrator shall be selected by the President of
the American Arbitration Association ("AAA"). The costs of such arbitration
shall be borne by the Corporation or by the holders of Series A Preferred (on a
pro rata basis out of the assets otherwise distributable to them) as follows:
(i) If the valuation as determined by the arbitrators is greater than 90% of the
valuation as determined by the Board of Directors, the holders of Series A
Preferred shall pay the costs of the arbitration, and (ii) otherwise, the
Corporation shall bear the costs of the arbitration. The arbitration shall be
held in New York, New York in accordance with the rules of the AAA. The award
made by the arbitrators shall be binding upon the parties hereto, no appeal may
be taken from such award, and judgment thereon may be entered in any court of
competent jurisdiction.

         Section 3.        Voting Rights.

         (a) General. Except as otherwise expressly provided herein or as
required by applicable law, the holder of each share of Series A Preferred shall
be entitled to vote on all matters. Each share of Series A Preferred shall
entitle the holder thereof to such number of votes per share as shall equal the
number of shares of Common Stock into which such share of Preferred Stock is
convertible pursuant to Section 4(a) hereof as of the record date for the
determination of stockholders entitled to vote on such matter, or if no record
date is established, at the date such vote is taken or any written consent of
stockholders is solicited.

         (b) Action by Written Consent. Whenever holders of a class or series of
capital stock are required or permitted to take any action by vote, such action
may be taken without a meeting by written consent, setting forth the action so
taken and signed by the holders of at least such number of shares of such
class(es) and/or series of capital stock as would be sufficient to take such
action at a meeting of stockholders, except as otherwise expressly provided
herein.

         Section 4. Conversion. Shares of Series A Preferred shall be subject to
conversion into shares of Common Stock or other securities, properties, or
rights, as set forth in this Section 4.

         (a)      Holders' Option to Convert.

                  (i) Conversion Rights. Subject to and in compliance with the
provisions of this Section 4, any shares of Series A Preferred may, at any time
or from time to time at the option of the holder, be converted into fully paid
and non-assessable shares of Common Stock. Each share of Series A Preferred
shall be entitled upon such conversion upon either optional or automatic
conversion into ten (10) shares of Common Stock, as adjusted appropriately for
stock splits, stock dividends, recombinations and the like and as adjusted
pursuant to the antidilution provisions described below.



                  (ii) Conversion Exercise. To exercise conversion rights under
this Section 4(a), a holder of shares of Preferred Stock to be so converted
shall surrender the certificate or certificates representing the shares being
converted to the Corporation at its principal office, and shall give written
notice to the Corporation at that office that such holder elects to convert such
shares. Such notice shall also state the name or names (with address or
addresses) in which the certificate or certificates for shares of Common Stock
issuable upon such conversion shall be issued. The certificate or certificates
for shares of Preferred Stock surrendered for conversion shall be accompanied by
evidence of proper assignment thereof to the Corporation. As promptly as
practicable, the Corporation shall issue and shall deliver to the holder of the
shares of Preferred Stock being converted, a certificate or certificates in such
denominations as such holder may request in writing for the number of full
shares of Common Stock issuable upon the conversion of such shares of Preferred
Stock in accordance with the provisions of this Section 4, plus cash as provided
in Section 4(h) below in respect of any fraction of a share of Common Stock
issuable upon such conversion. Such conversion shall be deemed to have been
effected immediately prior to the close of business on the Conversion Date, and
at such time the rights of the holder as holder of the converted shares of
Preferred Stock shall cease and the person or persons in whose name or names any
certificate or certificates for shares of Common Stock shall be issuable upon
such conversion shall be deemed to have become the holder or holders of record
of shares of Common Stock represented thereby.

         (b)      Automatic Conversion.

                  (i) Qualified Public Offering. Each share of Series A
Preferred outstanding shall be converted into the number of fully paid and
non-assessable shares of Common Stock into which such share is then convertible
pursuant to Section 4(a) hereof, automatically and without further action,
immediately upon the closing of a firm-commitment underwritten public offering
of shares of Common Stock pursuant to an effective registration statement under
the Securities Act of 1933, as amended (the "Securities Act"), in which (i) the
aggregate price paid for such shares by the public shall be at least $7,500,000
and (ii) a price to the public not less than $3.00 per share (as adjusted to
reflect the occurrence of any subdivision or combination of Common Stock after
the date of filing of this Restated and Amended Certificate of Incorporation),
such conversion to be effective upon the closing of the sale of such shares by
the Corporation pursuant to the public offering (hereinafter referred to as a
"Qualified Public Offering").

                  (ii) Conversion of Two-thirds of Series A Preferred. Each
share of Series A Preferred outstanding shall be converted into the number of
fully paid and non-assessable shares of Common Stock into which such share is
then convertible pursuant to Section 4(a) hereof, automatically and without
further action, immediately upon conversion by the holders of two-thirds of the
Series A Preferred.

                  (iii) Mechanics of Automatic Conversion. Upon any automatic
conversion of shares of Preferred Stock into shares of Common Stock pursuant to
this Section 4(b), the holders of such converted shares shall surrender the
certificates formerly representing such shares at the office of the Corporation
or of any transfer agent for Common Stock. Thereupon, there shall be issued and
delivered to each such holder, promptly at such office and in his name as shown
on such surrendered certificate or certificates, a certificate or certificates
for the number of shares of Common Stock into which such shares of Preferred
Stock were so converted and cash as provided in Section 4(h) below in respect of
any fraction of a share of Common Stock issuable upon such conversion. The
Corporation shall not be obligated to issue certificates evidencing the shares
of Common Stock issuable upon such conversion unless and until certificates
formerly evidencing the converted shares of Preferred Stock are either delivered
to the Corporation or its transfer agent, as hereinafter provided, or the holder
thereof notifies the Corporation or such transfer agent that such certificates
have been lost, stolen, or destroyed and executes and delivers an agreement to



indemnify the Corporation from any loss incurred by it in connection therewith.

         (c) Adjustments for Extraordinary Common Stock Events. As used herein,
"Extraordinary Common Stock Event" means, with respect to any series of
Preferred Stock, any occurrence after its original Issue Date of (i) the
issuance of additional shares of Common Stock as a dividend or other
distribution on outstanding Common Stock, (ii) the subdivision of outstanding
shares of Common Stock into a greater number of shares of Common Stock, or (iii)
the combination of outstanding shares of Common Stock into a smaller number of
shares of Common Stock. In connection with the happening of any Extraordinary
Common Stock Event after the Original Issue Date of any series of Preferred
Stock, automatically and without further action, and with effect simultaneously
with the happening of such Extraordinary Common Stock Event, the applicable
Conversion Value of such series shall be adjusted by multiplying the then
effective applicable Conversion Value by a fraction, the numerator of which
shall be the number of shares of Common Stock outstanding (excluding treasury
stock) immediately before such Extraordinary Common Stock Event and the
denominator of which shall be the number of shares of Common Stock outstanding
(excluding treasury stock) immediately after such Extraordinary Common Stock
Event, and the product so obtained shall thereafter be the applicable Conversion
Value of such series. The applicable Conversion Value, as so adjusted, shall be
readjusted in the same manner upon the happening of any successive Extraordinary
Common Stock Event or Events.

         (d) Adjustments for Reclassifications. If the Common Stock issuable
upon the conversion of Preferred Stock shall be changed into the same or a
different number of shares of any class(es) or series of stock, whether by
reclassification or otherwise (other than an Extraordinary Common Stock Event or
a reorganization, merger, consolidation, or sale of assets provided for
elsewhere in this Section 4), then and in each such event the holder of each
share of Preferred Stock shall have the right thereafter to convert such share
into the kind and amount of shares of stock and other securities and property
receivable upon such reorganization, reclassification, or other change by
holders of the number of shares of Common Stock into which such shares of
Preferred Stock might have been converted immediately prior to such
reorganization, reclassification, or change, all subject to further adjustment
as provided herein.

         (e) Adjustments for Reorganization, Merger, Consolidation or Sale. If
at any time or from time to time (A) there shall be a capital reorganization of
Common Stock (other than a subdivision, combination of shares, reclassification,
or exchange of shares provided for elsewhere in this Section 4), or a merger or
consolidation of the Corporation with or into another Corporation, or the sale
of all or substantially all of the Corporation's assets to any other person and
(B) the holders of 75% or more of the outstanding shares of Series A Preferred
have elected pursuant to Section 2(b) hereof to forego the benefits of Section
2(b) in favor of the application to such transaction of this Section 4(e), then,
as a part of and as a condition to the effectiveness of such reorganization,
merger, consolidation, or sale, lawful and adequate provision shall be made so
that if the Corporation is not in economic effect the surviving Corporation,
each share of Preferred Stock shall be converted into a share of capital stock
of the surviving Corporation having equivalent preferences, rights, and
privileges, except that in lieu of being able to convert into shares of Common
Stock of the Corporation or the successor Corporation, the holders of shares of
Preferred Stock (including any such capital stock issued upon conversion of
Preferred Stock) shall thereafter be entitled to receive upon conversion of such
Preferred Stock (including any such capital stock issued upon conversion of
Preferred Stock) the number of shares of stock or other securities or property
of the Corporation or of the successor Corporation resulting from such merger or
consolidation or sale, to which a holder of the number of shares of Common Stock
deliverable upon conversion of such share of Preferred Stock immediately prior
to the capital reorganization, merger, consolidation, or sale would have been
entitled on such capital reorganization, merger, consolidation, or sale. In any
such case, appropriate provisions shall be made with respect to the rights of
the holders of Preferred Stock (including any such capital stock issued upon
conversion of Preferred Stock) after the reorganization, merger, consolidation,



or sale to the end that the provisions of this Section 4 (including without
limitation provisions for adjustment of the applicable Conversion Value and the
number of shares issuable upon conversion of Preferred Stock or such capital
stock) shall thereafter be applicable, as nearly as may be, with respect to any
shares of stock, securities, or assets to be deliverable thereafter upon the
conversion of such Preferred Stock or such capital stock.

         (f)      Adjustments for Diluting Issues.

                  (i) Except as otherwise provided below in this Section
4(f)(i), and except with respect to an Extraordinary Common Stock Event,
adjustments in respect of which are provided for in Section 4(c), if at any time
while there are any shares of Series A Preferred outstanding, the Corporation
shall issue any additional shares of Common Stock at a price per share less than
the applicable Conversion Value of such issues in effect immediately prior to
such issuance or sale, then in each such case the applicable Conversion Value of
such series shall be adjusted to equal the result of the following formula:

                  New applicable Conversion Value = (P1 x Q1) + (P2 x Q2)
                                                    ---------------------
                                                          (Q1 + Q2)

                  where:

                  P1 = the applicable Conversion Value in effect immediately
                  prior to such issuance of additional shares of Common Stock;

                  Q1 = the aggregate number of shares of Common Stock
                  outstanding (including shares of Common Stock issuable upon
                  conversion, exchange or exercise of outstanding Derivative
                  Securities) immediately prior to such issuance of additional
                  shares of Common Stock;

                  P2 = the average price per share received by the Corporation
                  for the shares deemed issued in respect of such issuance of
                  additional shares of Common Stock; and

                  Q2 = the number of shares of Common Stock deemed issued in
                  respect of such issuance of additional shares of Common Stock.

         The following (hereinafter "Excluded Issuances") shall not be deemed
issuances of additional shares of Common Stock for the purposes of this Section
4(f), or of Derivative Securities for the purposes of Section 4(f)(ii): the
Corporation's (A) issuance of shares of Common Stock upon conversion of shares
of Series A Preferred, (B) issuance of shares of Common Stock or Preferred Stock
as a dividend or other distribution on or subdivision of then outstanding Common
Stock or Preferred Stock, (C) issuance of shares of Common Stock or Derivative
Securities to officers and employees of, or bona fide consultants or advisors
(as defined for purposes of Rule 701 promulgated pursuant to the Securities Act)
to, the Corporation under any stock option or stock equity plan of the
Corporation (the "Plans") and issuance of shares of Common Stock upon exercise
of any such Derivative Securities, (D) issuance of shares of Common Stock or
Derivative Securities as consideration in connection with the Corporation's
acquisition of all or a substantial portion of the assets or all or any portion
of the capital stock of any Person or in connection with the Corporation's
entering into any business relationship with any Person with the prior approval
of the Board of Directors, including the director elected by the separate class
vote of the holders of Series A Preferred pursuant to Section 3(b), (E) issuance
of Derivative Securities, or Common Stock upon exercise of Derivative
Securities, to financial institutions or lessors in connection with commercial
credit arrangements, debt financings, equipment lease financings or similar
transactions, provided such financings are for other than primarily equity



financing purposes and approved by a majority of the Board of Directors, or (F)
issuance of shares of Common Stock in connection with a Qualified Public
Offering.

         For purposes of this Section 4(f), if a part or all of the
consideration received by the Corporation in connection with the issuance of
shares of Common Stock or the issuance of any of the securities described below
in Section 4(f)(ii) consists of property other than cash, such consideration
shall be deemed to have the same value as is recorded on the books of the
Corporation with respect to receipt of such property so long as such recorded
value was determined reasonably and in good faith and with due care by the Board
of Directors of the Corporation, and shall otherwise be deemed to have a value
equal to its fair market value.

                  (ii) As used herein, "Derivative Securities" means (A) all
shares of stock and other securities that are convertible into or exchangeable
for shares of Common Stock and (B) all options, warrants, and other rights to
acquire shares of Common Stock or securities convertible into or exchangeable
for shares of Common Stock. For purposes of this Section 4(f), the issuance of
any Derivative Securities shall be deemed an issuance of shares of Common Stock
if the Net Consideration Per Share (as defined below) that may be received by
the Corporation for such Common Stock is less than the applicable Conversion
Value at the time of such issuance, and except as hereinafter provided, an
adjustment in the applicable Conversion Value shall be made upon each such
issuance in the manner provided in Section 4(f)(i) as if such Common Stock were
issued for such Net Consideration Per Share. No adjustment of the applicable
Conversion Value shall be made under this Section 4(f) upon the issuance of any
additional shares of Common Stock that are issued upon the exercise, conversion,
or exchange of any Derivative Securities if any such adjustment was previously
made upon the issuance of such Derivative Securities. Any adjustment of the
applicable Conversion Value with respect to this Section 4(f)(ii) shall be
disregarded if, as, and to the extent that the Derivative Securities that gave
rise to such adjustment expire or are canceled without having been exercised, so
that the applicable Conversion Value effective immediately upon such
cancellation or expiration shall be equal to the applicable Conversion Value
that otherwise would have been in effect immediately prior to the time of the
issuance of the expired or canceled Derivative Securities, with such additional
adjustments as subsequently would have been made to that applicable Conversion
Value had the expired or canceled Derivative Securities not been issued. In the
event that the terms of any Derivative Securities previously issued by the
Corporation are changed (whether by their terms or for any other reason) so as
to lower the Net Consideration Per Share payable with respect thereto (whether
or not the issuance of such Derivative Securities originally gave rise to an
adjustment of the applicable Conversion Value), the applicable Conversion Value
shall be recomputed as of the date of such change, so that the applicable
Conversion Value effective immediately upon such change shall be equal to the
applicable Conversion Value in effect at the time of the issuance of the
Derivative Securities subject to such change, adjusted for the issuance thereof
in accordance with the terms thereof after giving effect to such change, and
with such additional adjustments as subsequently would have been made to that
applicable Conversion Value had the Derivative Securities been issued on such
changed terms. For purposes of this Section 4(f)(ii), the Net Consideration Per
Share that may be received by the Corporation shall be determined as follows:

                           (A)      "Net Consideration Per Share" shall mean the
amount equal to the total amount of consideration, if any, received by the
Corporation for the issuance of such Derivative Securities, plus the minimum
amount of additional consideration, if any, payable to the Corporation upon
exercise, conversion, and/or exchange thereof for shares of Common Stock,
divided by the maximum number of shares of Common Stock that would be issued if
all such Derivative Securities were exercised or converted at such Net
Consideration Per Share.

                           (B)      The Net Consideration Per Share that may be
received by the Corporation shall be determined in each instance as of the date
of issuance of Derivative Securities without giving effect to any possible



future price adjustments or rate adjustments that may be applicable with respect
to such Derivative Securities and which are contingent upon future events;
provided, that in the case of an adjustment to be made as a result of a change
in terms of such Derivative Securities, the Net Consideration Per Share shall be
determined as of the date of such change.

         (g) Certificate as to Adjustments. In each case of an adjustment or
readjustment of the applicable Conversion Rate, the Corporation will promptly
furnish each holder of Preferred Stock with a certificate, prepared by the chief
financial officer of the Corporation, showing such adjustment or readjustment,
and stating in detail the facts upon which such adjustment or readjustment is
based.

         (h) Fractional Shares. No fractional shares of Common Stock or scrip
representing fractional shares shall be issued upon conversion of shares of
Preferred Stock. Instead of any fractional shares of Common Stock that would
otherwise be issuable upon conversion of shares of Preferred Stock, the
Corporation shall pay to the holder of the shares of Preferred Stock that were
converted a cash adjustment in respect of such fraction in an amount equal to
the same fraction of the market price per share of Common Stock (as determined
in a manner reasonably prescribed by the Board of Directors) at the close of
business on the Conversion Date.

         (i) Partial Conversion. In the event some but not all of the shares of
Preferred Stock represented by a certificate or certificates surrendered by a
holder are converted, the Corporation shall execute and deliver to or on the
order of the holder, at the expense of the Corporation, a new certificate
representing the number of shares of Preferred Stock of the same series that
were not converted.

         (j) Reservation of Common Stock. The Corporation shall at all times
reserve and keep available out of its authorized but unissued shares of Common
Stock, solely for the purpose of effecting the conversion of shares of Preferred
Stock, such number of shares of Common Stock as shall from time to time be
sufficient to effect the conversion of all outstanding shares of Series A
Preferred, and if at any time the number of authorized but unissued shares of
Common Stock shall not be sufficient to effect the conversion of all then
outstanding shares of Series A Preferred, then subject to the provisions of
Section 5(i) hereof, the Corporation shall take such corporate action as may, in
the opinion of its counsel, be necessary to increase its authorized but unissued
shares of Common Stock to such number of shares as shall be sufficient for such
purpose.

         (k) Further Adjustment Provisions. In the event that, at any time as a
result of an adjustment made pursuant to this Section 4, the holder of any
shares of Preferred Stock upon thereafter surrendering such shares for
conversion shall become entitled to receive any shares or other securities of
the Corporation other than shares of Common Stock, the applicable Conversion
Rate in respect of such other shares or securities so receivable upon conversion
of shares of Preferred Stock shall thereafter be adjusted, and shall be subject
to further adjustment from time to time, in a manner and on terms as nearly
equivalent as practicable to the provisions with respect to Preferred Stock of
the applicable series contained in this Section 4, and the remaining provisions
hereof with respect to such issues of Preferred Stock shall apply on like or
similar terms to any such other shares or securities.

         Section 5.        Negative Covenants.

         (a) So long as any shares of Series A Preferred are outstanding, the
Corporation shall not, without the approval of (or the waiver of rights under
this Section 5(a) by) the holders of at least a majority of the then outstanding
shares of Series A Preferred voting separately as a class, increase the
authorized number of shares of Series A Preferred or alter the powers,
preferences or rights of the holders of shares of Series A Preferred so as to
affect them adversely.



         (b) So long as any shares of Series A Preferred are outstanding, the
Corporation shall not do any of the following things without the affirmative
vote or written consent of the holders of at least 50% of the then outstanding
shares of Series A Preferred, voting together as a class, and any attempt to do
so will be wholly void:

                  (i) Amend the Corporation's Restated and Amended Certificate
of Incorporation or the By-Laws of the Corporation to amend or change in any way
the terms of the Series A Preferred;

                  (ii) Authorize, designate, issue, or sell any shares of
capital stock or other securities convertible into or exercisable for any shares
of capital stock, with rights or preferences superior to the Series A Preferred;
or

                  (iii) Take any other action or enter into any other agreements
that might conflict with the Corporation's obligations hereunder with respect to
the holders of Series A Preferred.

         Section 6. No Reissuance of Shares of Preferred Stock. No share or
shares of Series A Preferred acquired by the Corporation by reason of
redemption, purchase, conversion, or otherwise shall be reissued, and all such
shares shall be canceled, retired, and eliminated from the shares that the
Corporation is authorized to issue. The Corporation shall from time to time take
such appropriate corporate action as may be necessary to reduce the authorized
number of shares of Series A Preferred accordingly.

         Section 7. Notices of Record Dates, Etc. In the event (i) the
Corporation establishes a record date to determine the holders of any class of
securities who are entitled to receive any dividend or other distribution, or
(ii) there occurs any capital reorganization of the Corporation, any
reclassification or recapitalization of the capital stock of the Corporation,
any merger or consolidation of the Corporation, or any transfer of all or
substantially all of the assets of the Corporation to any other Corporation, or
any other entity or person, or any voluntary or involuntary dissolution,
liquidation, or winding-up of the Corporation, the Corporation shall deliver to
each holder of Series A Preferred, in accordance with Section 10(a) hereof, at
least 20 days prior to such record date or the proposed effective date of the
transaction specified therein, as the case may be, a notice specifying (a) the
date of such record date for the purpose of such dividend or distribution and a
description of such dividend or distribution, (b) the date on which any such
reorganization, reclassification, transfer, consolidation, merger, dissolution,
liquidation, or winding-up is expected to become effective, and (c) the time, if
any, that is to be fixed, as to when the holders of record of Common Stock (or
other securities) shall be entitled to exchange their shares of Common Stock (or
other securities) for cash, securities, and/or other property deliverable upon
such reorganization, reclassification, transfer, consolidation, merger,
dissolution, liquidation, or winding-up.

         Section 8. Other Rights. Except as otherwise provided in this Restated
and Amended Certificate of Incorporation, shares of Series A Preferred and
Common Stock shall be identical in all respects (each share of Preferred Stock
having equivalent rights to the number of shares of Common Stock into which it
is then convertible pursuant to Section 4 hereof), shall have the same powers,
preferences, and rights, without preference of any such class or share over any
other such class or share, and shall be treated as a single class of stock for
all purposes.

         Section 9. Ranking. The Series A Preferred shall rank senior to Common
Stock, as to the distribution of assets on liquidation, dissolution, or
winding-up of the Corporation (as defined in Section 2 hereof).



         Section 10. Miscellaneous.

         (a) Notices. All notices, requests, payments, instructions or other
documents to be given hereunder shall be in writing or by written
telecommunication, and shall be deemed to have been duly given if (i) delivered
personally (effective upon delivery), (ii) mailed by certified mail, return
receipt requested, postage prepaid (effective five business days after
dispatch), (iii) sent by a reputable, established courier service that
guarantees next business day delivery (effective the next business day), or (iv)
sent by telecopier followed within 24 hours by confirmation by one of the
foregoing methods (effective upon receipt of the telecopy in complete, readable
form), addressed as follows (or to such other address as the recipient party may
have furnished to the sending party for the purpose pursuant to this Section
10(a)):

                  If to the Corporation:
                                          X-Change Corporation, Inc.
                                          36 W. 44th Street, Suite 1209
                                          New York, NY  10036
                                          Attention:  President
                                          Telecopy No. (646) 728-7023

                  If to any holder of Preferred Stock or Common Stock, to its
address as shown on the stock records of the Corporation.

         (b) Transfer Taxes, Etc. The Corporation shall pay any and all stock
transfer, documentary stamp taxes, and the like that may be payable in respect
of any issuance or delivery of shares of Preferred Stock or shares of Common
Stock or other securities issued in respect of shares of Preferred Stock
pursuant hereto or certificates representing such shares or securities. The
Corporation shall not, however, be required to pay any such tax that may be
payable in respect of any transfer involved in the issuance or delivery of
shares of Preferred Stock or Common Stock or other securities in a name other
than that in which such shares were registered, or in respect of any payment to
any person other than the registered holder thereof with respect to any such
shares, and shall not be required to make any such issuance, delivery or payment
unless and until the person otherwise entitled to such issuance, delivery, or
payment has paid to the Corporation the amount of any such tax or has
established, to the satisfaction of the Corporation, that such tax has been paid
or is not payable.

         (c) Transfer Agents. The Corporation may appoint, and from time to time
discharge and change, a transfer agent for the Preferred Stock and/or Common
Stock. Upon any such appointment or discharge of a transfer agent, the
Corporation shall send written notice thereof to each holder of record of
Preferred Stock and/or Common Stock, as applicable.

EX-4.1

                                   EXHIBIT 4.1

                            Form of Lock-Up Agreement







                                LOCK-UP AGEEMENT

To:  THE X-CHANGE CORPORATION

                  The undersigned understands that you have entered into a Plan
of Merger with WEBiX Inc., a Florida corporation, which provides for the merger
(the "Merger") of WEBiX, Inc. into Popo Agie, Inc., a wholly-owned subsidiary of
X-Change Corporation, Inc., a Nevada corporation (the "Company"), and the
issuance of shares of common and preferred stock of the Company to the
Shareholders of WEBiX Inc.

                  In consideration of the merger transaction and the potential
benefits that it will bring to shareholders of the Company and WEBiX Inc, and of
other good and valuable consideration the receipt of which is hereby
acknowledged, the undersigned hereby agrees not to, during the period commencing
on the date hereof and ending 455 days after the date of the closing of the
Merger, offer, sell, contract to sell, pledge, grant any option to purchase,
make any short sale or otherwise dispose of any shares of Common Stock of the
Company, or any options or warrants to purchase any shares of Common Stock of
the Company, or any securities convertible into, exchangeable for or that
represent the right to receive shares of Common Stock of the Company, whether
now owned or hereinafter acquired, owned directly by the undersigned (including
holding as a custodian) or with respect to which such undersigned has beneficial
ownership within the rules and regulations of the SEC (collectively such
"Undersigned's Shares").

                  The foregoing restriction is expressly agreed to preclude the
undersigned from engaging in any hedging or other transaction which is designed
to or reasonably expected to lead to or result in a sale or disposition of the
Shares even if such Shares would be disposed of by someone other than the
undersigned. Such prohibited hedging or other transactions would include,
without limitation, any short sale or any purchase, sale or grant of any right
(including without limitation any put or call option) with respect to any of the
Shares or with respect to any security that includes, relates to, or derives any
significant part of its value from such Shares.

                  The foregoing restriction shall not apply to transactions
relating to shares of Common Stock or other securities acquired in open market
transactions after the completion of the Merger.

                  The undersigned is, and, except as contemplated by clause (i)
or (ii) above, for the duration of this Lock-Up Agreement will be, the
beneficial owner and record holder of such Undersigned's Shares; and the
undersigned will not voluntarily allow, create or suffer to exist any liens,
encumbrances or claims whatsoever on such Undersigned's Shares. The undersigned
also agrees and consents to the entry of stop transfer instructions with the
Company's transfer agent and registrar against the transfer of such
Undersigned's Shares except in compliance with the foregoing restrictions and to
the imposition of a legend on such shares referencing or reflecting the
restrictions contained in this agreement.

                  This agreement by each of the undersigned shall automatically
terminate on the earlier of (a) the date that is the 456th day after the date of
the Merger, or (b) February 15, 2002 if the Merger shall not have been
consummated by said date.



                  The undersigned understands that the Company and the parties
to the Merger are relying upon this Lock-Up Agreement in proceeding toward
consummation of the Merger. The undersigned further understands that this
Lock-Up Agreement is irrevocable (except as set forth in the preceding
paragraph) and shall be binding upon such undersigned's heirs, legal
representatives, successors, and assigns.

Dated as of January 15, 2002

                                               Very truly yours,


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

                                               Name of Shareholder:
                                               Number of Shares Owned:

EX-10.1

                                  EXHIBIT 10.1

                                 Plan of Merger






                                 PLAN OF MERGER

THIS PLAN OF MERGER has been made and entered into this 14th day of December,
2001 (the "EXECUTION DATE"), and is by and between Popo Agie, Inc., a Delaware
corporation ("PAI") which is wholly-owned by The X-Change Corporation ("XCHC"),
a publicly-held Nevada corporation, which is also a party to this agreement, and
WEBIX, Inc., a privately-held Florida corporation ("WEBIX"),

THE FOLLOWING PREMISES FORM AN INTEGRAL PART OF THE PLAN OF MERGER: WHEREAS,
XCHC intends to acquire (through a forward triangular merger between WEBIX and
PAI) WEBIX and its business; WHEREAS, PAI is a wholly-owned subsidiary of XCHC
formed solely for the purpose of merging with WEBIX and, consequently, has no
assets or liabilities; WHEREAS, the respective boards and shareholders of PAI
and WEBIX and the board of XCHC have found it advisable for the benefit of each
of their respective corporations and shareholders that PAI be merged with WEBIX
(the "Merger") and that XCHC thereby acquire the business and prospects of WEBIX
through its merger into PAI; and WHEREAS, the respective boards and shareholders
of PAI and WEBIX and the board of XCHC have accordingly adopted and approved
this "PLAN OF MERGER";

NOW, THEREFORE, in consideration of the above and foregoing premises, as well as
the mutual covenants and conditions set forth herein, and such other and further
consideration, the receipt and sufficiency of each and all of which is hereby
acknowledged, THE PARTIES ADOPT THE MERGER AS A TAX-FREE REORGANIZATION UNDER
SECTION 368(a) OF THE INTERNAL REVENUE CODE, AS AMENDED, AND FURTHER AGREE AS
FOLLOWS:

                                    ARTICLE I
                                    (Merger)

1.01. Closing. The closing under this Plan of Merger ("Closing") shall take
place at the offices of Noah Klarish & Associates, P.C., 40 W. 57th Street, 30th
Floor, New York, NY 10019 (or such other place as the parties may agree) at
10:00 a.m. local time on January 15, 2002 (the "Closing Date"); provided,
however, that the Closing Date may be postponed to a later time and date by
mutual agreement of the parties. If the Closing Date is postponed, all
references to the Closing Date in this Agreement shall refer to the postponed
date.

1.02. Surviving Corporation. At Closing WEBIX shall be merged with and into PAI.
The Merger shall become effective on the filing date of Articles of Merger with
the Secretaries of State for Delaware and Florida.

(a) Articles of Incorporation. The articles of incorporation of PAI (as
heretofore amended and as in effect immediately prior to the Execution Date)
shall be the articles of PAI at Closing.

         (b) Bylaws. The bylaws of PAI (as heretofore amended and as in effect
         immediately prior to the Execution Date) shall be the bylaws of the PAI
         at Closing.

         (c) Directors. The directors of PAI (immediately subsequent to Closing)
         shall be Messrs. K. Richard B. Niehoff (Chairman), Donald E. Weeden and
         Molly G. Bayley. The directors of XCHC (immediately subsequent to
         Closing) shall be Messrs. K. Richard B. Niehoff, Donald E. Weeden and
         Molly G. Bayley. These directors shall hold office until their
         respective successors are duly elected, or appointed, and qualified, or
         until they earlier resign or are removed from office, and they shall
         serve in the manner provided in the articles and bylaws governing the
         applicable corporation. Nothing contained in this paragraph shall be
         construed to create any employment or other contractual rights in the
         aforesaid directors.

         (d) Executive Officers. The executive officers of both PAI and of XCHC
         (immediately subsequent to Closing) shall be K. Richard B. Niehoff (CEO
         and President), Molly G. Bayley (Executive Vice President), Jeffrey M.
         Schaefer (Senior Vice President) and Susan Lapczynski (Vice President).
         These officers shall serve in the manner provided in the articles and
         bylaws governing the applicable corporation. Nothing contained in this
         paragraph shall be construed to create any employment or other
         contractual rights in the aforesaid officers.



1.03. Terms of the Merger. On effectiveness of the Merger, each share of stock
then issued and outstanding by WEBIX shall, by virtue of the Merger and without
any action on the part of the holder(s) thereof, no longer be outstanding and
shall be canceled and retired and cease to exist. These shares shall be
converted into the right to receive, upon surrender of the certificate
representing such shares, the consideration set forth under paragraph 1.03
hereof.

1.04. Payment for WEBIX Stock. In consideration for the Merger, XCHC shall
issue, upon fulfillment of all conditions precedent, shares of its "restricted"
common and preferred stock and warrants as follows, all of which are
collectively referred to as the "XCHC/WEBIX Merger Securities."

         (a) 24,000,000 shares of common stock ("XCHC Common Shares") on a pro
         rata basis to the current shareholders of WEBIX common stock;

         (b) 2,400,000 shares of preferred stock ("XCHC Preferred Shares") on a
         pro rata basis to the current shareholders of WEBIX preferred stock,
         which shares are convertible at the option of the holder thereof on a
         10 for 1 basis into XCHC Common Shares and which shall otherwise have
         terms and conditions substantially similar to the currently outstanding
         shares of WEBIX preferred stock, a copy of which has previously been
         furnished to XCHC (the "XCHC Preferred Conversion Shares");

         (c) A minimum of 640,000 and up to 1,600,000 XCHC Preferred Shares to
         shareholders who purchase a minimum of $400,000 and up to a maximum of
         $1,000,000 of WEBIX preferred stock in a Regulation D private placement
         which WEBiX will attempt to conduct prior to the Closing Date (the
         "WEBIX Private Placement"); and

         (d) 24,000,000 warrants ("XCHC Warrants") on a pro rata basis to the
         current WEBIX preferred shareholders (plus an equal number of Warrants
         as shall equal ten times the number of XCHC Preferred Shares as shall
         be issued under subparagraph (c) immediately above), each of which
         shall allow the holder to acquire one share of XCHC common stock in
         exchange for $1.00 beginning on the obtaining of the registration of
         such warrants and the underlying shares (the "XCHC Warrant Shares")
         with the Securities and Exchange Commission under the Securities Act of
         1933, as amended, and expiring one year thereafter.

If delivery of XCHC/WEBIX Merger Securities is to be made to a person other than
one in whose name the WEBIX certificate is registered, it shall be a condition
of payment that the certificate shall be properly endorsed or otherwise in
proper form for transfer and the person requesting such shall pay any transfer
or other taxes required by reason of the payment to a person other than the
registered holder of the certificate so surrendered, or establish to the
satisfaction of WEBIX that such tax has been paid or is not applicable. Upon and
after the execution and delivery of this Agreement, no transfer of stock
outstanding prior to said date shall be made on the stock transfer books of
WEBIX.

1.05. Certain Effects of the Merger. On effectiveness of the Merger, the
existence of WEBIX shall cease and WEBIX shall be merged with and into PAI,
which as the surviving corporation shall possess all the assets, properties,
rights, privileges, powers and franchises of a public or private nature (and be
subject to all liabilities, restrictions, disabilities and duties) of WEBIX. If
at any time PAI shall consider or be advised that any further assignment or
assurances are necessary or desirable to vest PAI, according to the terms
hereof, with title to any property or rights of WEBIX, the last acting officers
and directors of WEBIX (or the corresponding officers and directors of PAI)
shall execute and make all such proper assignments and assurances and do all
things necessary or proper to vest title in such property or rights with PAI,
and otherwise carry out the purpose and intent of this Plan of Merger.

1.06. Filing of Certificate of Merger. As soon as practicable after fulfillment
of all conditions precedent to effectiveness of this Plan of Merger, the parties
shall deliver for filing duly executed Articles/and or Certificates of Merger as
required by the Delaware and Florida Corporation Codes, and will take such other
and further action in connection therewith as may be required by Delaware and
Florida law to make the merger effective as soon as practicable thereafter.




                                   ARTICLE II
                     (WEBIX Representations and Warranties)

WEBIX represents and warrants, as of the Execution and Closing Dates and without
reservation, to XCHC and PAI as follows:

2.01. Corporate Organization. WEBIX is a corporation duly organized, validly
existing and in good standing under the laws of the State of Florida and has all
corporate power and authority to carry on its business. WEBIX is duly qualified
or licensed to do business as a foreign corporation in good standing in every
jurisdiction in which it is required to be so.

2.02. Authorization. WEBIX has full corporate power and authority to enter into
this Plan of Merger and to carry out the transactions contemplated hereby. The
board of WEBIX has taken all action required by law, its articles, bylaws and
otherwise to authorize the execution and delivery of this Plan of Merger and the
transactions contemplated hereby. This Plan of Merger has been duly and validly
executed and delivered and no other corporate action is necessary, other than
shareholder approval. This Agreement is a valid and binding obligation of WEBIX,
enforceable in accordance with its terms, except to the extent that: (a) the
enforcement of certain rights and remedies created by this Agreement is subject
to bankruptcy, insolvency, reorganization and similar laws of general
application affecting the rights and remedies of the parties, and (b) the
enforceability of any particular provision of this Agreement under principles of
equity or the availability of equitable remedies (such as specific performance,
injunctive relief, waiver or other equitable remedies) is subject to the
discretion of court.

2.03. No Violations. Neither the execution and delivery of this Agreement nor
the consummation of the transactions contemplated hereby will: (a) violate any
provision of the articles or bylaws of WEBIX, (b) violate, or be in conflict
with, or constitute a default (or an event which, with or without due notice or
lapse of time, or both, would constitute a default) under, or cause or permit
the acceleration of the maturity of any debt, obligation, contract, commitment
or other agreement to which WEBIX is a party, (c) result in the creation or
imposition of any mortgage, pledge, lien, security interest, encumbrance or
charge of any kind upon any property or assets of WEBiX under any debt,
obligation, contract, agreement or commitment to which WEBIX is a party or by
which WEBIX is bound, or (d) violate any statute or law or any judgment, decree,
order, regulation or rule of any court or governmental authority.

2.04. Compliance with Law. WEBIX is in compliance with all laws, regulations and
orders applicable to its business. WEBIX has not received any notification that
it is in violation of any law, regulation or order and no such violation exists.

2.05. Consents and Approvals of Government Authorizations. No consent, approval
or authorization of, or declaration, filing or registration with, any
governmental or regulatory authority is required in connection with the
execution, delivery and performance of this Agreement by WEBIX and the
consummation of the transactions contemplated hereby.

2.06. Subsidiaries and Affiliates. WEBIX has no subsidiaries other than WEBiX
Brokerage Services, Inc., a Delaware corporation recently formed for the purpose
of applying to the SEC for registration as a broker dealer firm.

2.07. Financial Statements. WEBIX has furnished to XCHC a balance sheet of WEBIX
as of September 30, 2001 (the "WEBIX Balance Sheet") which is in the form of a
listing of assets and liabilities. The WEBIX Balance Sheet was prepared in
accordance with the books and records of WEBIX. The WEBIX Balance Sheet and
notes thereto are complete and fairly present the assets, liabilities and
financial condition of WEBIX as of the date thereof.

2.08. No Undisclosed Liabilities or Obligations. WEBIX has no obligations or
liabilities of any nature (absolute, accrued, contingent or otherwise, and
whether due or to become due, herein "liabilities") except (a) liabilities which
have been fully reflected or reserved against the WEBIX Balance Sheet, which
reserves are appropriate and reasonable and (ii) liabilities incurred in the
ordinary course of business and consistent with past practice since the date of
the WEBIX Balance Sheet.



2.09. Absence of Certain Changes. Since the date of the WEBIX Balance Sheet,
WEBIX has not: (a) suffered any material and adverse change in its financial
condition, working capital, assets, liabilities, reserves, business, operations
or prospects; (b) suffered any loss, damage, destruction or other casualty
materially and adversely affecting any of the properties, assets or businesses
of WEBIX (whether or not covered by insurance); (c) borrowed or agreed to borrow
any funds or incurred, or assumed or become subject to, whether directly or by
way of guarantee or otherwise, any obligation or liability except obligations
and liabilities incurred in the ordinary course of business and consistent with
past practice; (d) licensed or disposed of or permitted to lapse any rights to
the use of any patent, trademark, trade name, technology, process, or other
intangible asset, copyright, or disposed of or disclosed to any person any trade
secret, formula, technology, process or know-how theretofore a matter of public
knowledge; (e) declared, paid or set aside for payment any dividend or other
distribution in respect of its common or preferred stock or (directly or
indirectly) redeemed, purchased or otherwise acquired any of its common or
preferred stock or other securities; (f) entered into any other transaction,
contract or commitment other than in the ordinary course of business and other
than either (i) the WEBIX Private Placement, or (ii) the purchase of assets of
WebIAm, Inc. on the general terms set forth in the letter of intent between
WEBIX and WebIAm a copy of which has been furnished to XCHC ("the "WebIAm
Transaction"); (g) made any change in any method of accounting practice; (h)
been subject to any other event or condition of any character that has or might
reasonably have a material and adverse effect upon the financial condition,
business, assets or properties of WEBIX; or (i) agreed, whether in writing or
otherwise, to take any action described in this paragraph. For all purposes of
this Agreement the WEBIX Private Placement and the WebIAm Transaction shall be
considered to be in the ordinary course of WEBIX's business and the
representations and warranties contained in this Article II shall be deemed
modified to encompass such transactions.

2.10. Contracts and Commitments; No Default. (a) Other than K. Richard B.
Niehoff, Jeffrey Schaefer, Molly G. Bayley and Susan Lapczynski, WEBIX has no
employment agreement with any officer, employee or agent, nor any agreement that
contains any severance or termination pay liabilities or obligations. (b) WEBIX
is not restricted by agreement from carrying on its business or any part thereof
anywhere in the world or from competing in any line of business with any person.
(c) WEBIX has no obligation or liability as guarantor, surety, co-signor,
endorser, co-maker, indemnitor or otherwise in respect of the obligation of any
other person. (d) WEBIX has no outstanding loan to any person, other than (i) a
loan in the principal amount of $20,000 outstanding to K. Richard B. Niehoff and
Nancy J. Niehoff, and (ii) a bridge loan in the current outstanding principal
amount of $100,000 from various entities affiliated with Donald E. Weeden which
will be converted into the WEBIX private placement upon the closing of such
transaction (additional amounts may be advaced prior to the Closing on the same
terms which will also be converted into the WEBIX private placement). (e) WEBIX
is not subject to any obligation or requirement to provide funds to or make any
investment (in the form of a loan, capital contribution or otherwise) in any
person. (f) WEBIX is not a party to any agreement, contract, commitment or loan
to which any of its officers or directors or any affiliate of WEBIX or its
officers and directors is a party. (g) WEBIX has not given any irrevocable power
of attorney to any person, firm, corporation or other entity for any purpose
whatsoever, except the appointment of agents to accept service of process.

2.11. Capitalization. The authorized capital stock of WEBIX consists of
7,500,000 shares of common stock and 2,500,000 shares of preferred stock. There
are 1,200,000 shares of such common and 912,200 shares of such preferred stock
issued and outstanding prior to the issuance of any shares in connection with
the contemplated WEBiX Private Placement. All of the issued and outstanding
capital shares of WEBIX have been duly authorized, validly issued and fully paid
for and are nonassessable. There are no shares of capital stock or other
securities of WEBIX outstanding except as set forth above in this paragraph;
further, there are no outstanding options, warrants, conversion privileges or
other rights to purchase or acquire any capital stock of WEBIX and there are no
contracts, commitments, understandings, arrangements or restrictions by which
WEBIX is bound to issue any additional shares of its capital stock, other than
those preferred shares which may be offered and sold by WEBIX prior to Closing
in connection with the WEBIX Private Placement.

2.12. Patents, Trademarks and Trade names. WEBIX owns, or is licensed or
otherwise has the full right to use, all patents, trademarks, trade names,
copyrights, technology, know-how and processes used in or necessary for the
conduct of its business as heretofore conducted. WEBIX has the sole and
exclusive right to use the licenses, patents, trademarks, trade names,
copyrights, technology, know-how and processes under which it claims a right,
and the consummation of the transactions contemplated hereby will not alter or
impair any such rights; no claims have been asserted by any person to the use of
any such licenses, patents, trademarks, trade names, copyrights, technology,



know-how or processes or challenging or questioning the validity or
effectiveness of any such license or agreement, and there is no valid basis for
any such claim; and the use of such licenses, patents, trademarks, trade names,
copyrights, technology, know-how or processes by WEBIX does not infringe on the
rights of any person.

2.13. Litigation. There is no legal, administrative, arbitration or other
proceeding, claim or action of any nature or investigation pending or threatened
against or involving WEBIX, or which questions or challenges the validity of
this Plan of Merger, or any action to be taken by WEBIX pursuant to this Plan of
Merger or in connection with the transactions contemplated hereby, and WEBIX
does not know or have any reason to know of any valid basis for any such legal,
administrative, arbitration or other proceeding, claim or action of any nature
or investigation. WEBIX is not subject to any judgment, order or decree entered
in any lawsuit or proceeding which has an adverse effect on its business
practices or on its ability to acquire any property or conduct its businesses in
any area.

2.14. Tax Returns. WEBIX has duly filed all federal, state and local tax reports
and returns required to be filed by it and has duly paid all taxes and other
charges due or claimed to be due from it by federal, state and local taxing
authorities; further, there are no tax liens upon any property or assets of
WEBIX.

2.15. Disclosure. No representation or warranty by WEBIX in this Plan of Merger
and no statement contained in any document (including, without limitation,
financial statements), certificate, or other writing furnished by WEBIX to XCHC
or PAI pursuant to the provisions hereof or in connection with the transactions
contemplated hereby, contains any untrue statement of material fact or omits to
state any material fact necessary in order to make the statements herein or
therein, in light of the circumstances under which they were made, not
misleading; further, there are no facts known to WEBIX which (either
individually or in the aggregate) could or would materially and adversely affect
or involve any substantial possibility of having a material, adverse effect upon
the condition (financial or otherwise), results of operations, assets,
liabilities or businesses of WEBIX which have not been disclosed in this
Agreement.

                                   ARTICLE III
                (XCHC's and PAI's Representations and Warranties)

XCHC and PAI represent and warrant, as of the Execution and Closing Dates and
without reservation, to WEBIX as follows:

3.01. Corporate Organization. XCHC and PAI are each corporations duly organized,
validly existing and in good standing under the laws of the state of their
respective formation. XCHC and PAI each have all corporate power and authority
to carry on their respective business. Neither XCHC nor PAI are required to be
qualified or licensed to do business as a foreign corporation in any
jurisdiction.

3.02. Authorization. XCHC and PAI each have full corporate power and authority
to enter into this Plan of Merger and to carry out the transactions contemplated
hereby. The board of XCHC and the board and sole shareholder of PAI have each
taken all action required by law, their respective articles, bylaws and
otherwise to authorize the execution and delivery of this Plan of Merger and the
transactions contemplated hereby and such action is legally sufficient to
constitute due authorization of such transactions. This Agreement has been duly
and validly executed and delivered and no other corporate action by either XCHC
or PAI is necessary. This Plan of Merger is a valid and binding obligation of
XCHC and of PAI, enforceable in accordance with its terms, except to the extent
that: (a) the enforcement of certain rights and remedies created by this
Agreement is subject to bankruptcy, insolvency, reorganization and similar laws
of general application affecting the rights and remedies of the parties, and (b)
the enforceability of any particular provision of this Agreement under
principles of equity or the availability of equitable remedies (such as specific
performance, injunctive relief, waiver or other equitable remedies) is subject
to the discretion of court.

3.03. No Violations. Neither the execution and delivery of this Agreement nor
the consummation of the transactions contemplated hereby will: (a) violate any
provision of the articles or bylaws of either XCHC or PAI, or (b) violate any
statute or law or any judgment, decree, order, regulation or rule of any court
or governmental authority.




3.04. Compliance with Law. XCHC and PAI are each in compliance with all laws,
regulations and orders applicable to their respective businesses. Neither XCHC
nor PAI have received any notification that they or any of them are in violation
of any law, regulation or order and no such violation exists. XCHC has never
been the subject of any administrative or other proceeding brought against it by
the SEC, the NASD or any other governmental agency and XCHC does not know or
have any reason to know of the any valid basis for any such proceeding.

3.05. Consents and Approvals of Government Authorizations. No consent, approval
or authorization of, or declaration, filing or registration with, any
governmental or regulatory authority is required in connection with the
execution, delivery and performance of this Agreement by either XCHC or PAI and
the consummation of the transactions contemplated hereby.

3.06. Subsidiaries and Affiliates. PAI is XCHC's sole subsidiary. PAI has no
subsidiaries.

3.07. Financial Statements. XCHC has furnished WEBIX with an audited, balance
sheet as of December 31, 2000, and an unaudited balance sheet as of September
30, 2001 (collectively, the "XCHC Balance Sheets"), and statements of income and
cash flows for the respective periods ended December 31, 2000, and September 30,
2001, as well footnotes thereto (collectively, the "XCHC Operating Statements
and Footnotes"). The XCHC Balance Sheets, Operating Statements and Footnotes are
in accord with the books and records of XCHC and they completely and fairly
present the assets, liabilities and financial condition of XCHC as of the
respective dates thereof and the results of XCHC's operations for the periods
then ended, all in accordance with GAAP consistently followed throughout the
year and presented in accordance with the rules and regulations promulgated
under the Securities Act of 1933, as amended, and the Securities Exchange Act of
1934, as amended. PAI has presented no financial statements. PAI has no assets
or liabilities and all of its outstanding capitalization is owned by XCHC.

3.08. No Undisclosed Liabilities or Obligations. XCHC and PAI have no
obligations or liabilities of any nature (absolute, accrued, contingent or
otherwise, and whether due or to become due, herein "liabilities") except (a)
liabilities which have been fully reflected or reserved against the XCHC Balance
Sheets, which reserves are appropriate and reasonable; and (b) liabilities
incurred in the ordinary course of business and consistent with past practice
since the date of the XCHC Balance Sheets. All liabilities to shareholders of
XCHC whether or not reflected on the XCHC Balance Sheet shall be forgiven prior
to the Closing.

3.09. Absence of Certain Changes. Since the date of the most recent XCHC Balance
Sheet, XCHC and PAI have not: (a) suffered any material and adverse change in
their respective financial condition, working capital, assets, liabilities,
business or prospects; (b) suffered any loss, damage, destruction or other
casualty materially and adversely affecting their respective businesses; (c)
borrowed or agreed to borrow any funds or incurred, or assumed or become subject
to, whether directly or by way of guarantee or otherwise, any obligation or
liability except liabilities incurred in the ordinary course of business; (d)
declared, paid or set aside for payment any dividend or other distribution in
respect of their stock or (directly or indirectly) redeemed, purchased or
otherwise acquired any of their stock or other securities, other than the
acquisition contemplated by this Plan of Merger and those 9,540,000 shares of
XCHC common stock returned, without consideration, to treasury in anticipation
of the Merger; (e) entered into any other transaction, contract or commitment
other than in the ordinary course of business; (f) made any change in any method
of accounting practice; (g) been subject to any other event or condition of any
character that has or might reasonably have a material and adverse effect upon
the financial condition or business of either XCHC or PAI; or (i) agreed,
whether in writing or otherwise, to take any action described in this paragraph.

3.10. Contracts and Commitments; No Default. Neither XCHC nor PAI (a) has an
employment agreement with any of its officers, employees or agents, nor any
agreement that contains any severance or termination pay liabilities or
obligations or which is not terminable by XCHC or PAI "at will" and without any
adverse financial consequence. (b) is restricted by agreement from carrying on
their respective business or any part thereof anywhere in the world or from
competing in any line of business with any person. (c) has any obligation or
liability as guarantor, surety, co-signor, endorser, co-maker, indemnitor or
otherwise in respect of the obligation of any other person. (d) has an
outstanding loan to any person. (e) is subject to any obligation or requirement
to provide funds to or make any investment (in the form of a loan, capital
contribution or otherwise) in any person. (f) is a party to any agreement,
contract, commitment or loan to which any of its officers or directors or any
affiliate of WEBIX or its officers and directors is a party. (g) has given any
irrevocable power of attorney to any person, firm, corporation or other entity
for any purpose whatsoever, except the appointment of agents to accept service
of process.



3.11. Capitalization. The authorized capital stock of XCHC consists of
100,000,000 shares of common stock and 10,000,000 shares of preferred stock.
Immediately prior to the closing, there will be 13,000,000 shares of common and
no shares of preferred outstanding. All of the issued and outstanding capital
shares of XCHC have been duly authorized, validly issued and fully paid for and
are nonassessable. There are no shares of capital stock or other securities of
XCHC outstanding except as set forth above in this paragraph; further, there are
no outstanding options, warrants, conversion privileges or other rights to
purchase or acquire any capital stock of XCHC and there are no contracts,
commitments, understandings, arrangements or restrictions by which XCHC is bound
to issue any additional shares of its capital stock.

3.12. SEC Reports. XCHC is required to file periodic reportswith the Securities
and Exchange Commission (the "Commission") pursuant to Section 12 of the
Securities Exchange Act of 1934, as amended ("Exchange Act"). Each such report
(a) was prepared in all material respects in accordance with the requirements of
the Exchange Act and the rules and regulations thereunder, and (b) none of such
reports contained any untrue statement of a material fact or omitted to state
any material fact required to be stated therein or necessary in order to make
the statements therein, in light of the filings in which they were made, not
misleading. XCHC has filed all reports and proxy statements required to be filed
by it and is current in all of its filing obligations.

3.13. Litigation. There is no legal, administrative, arbitration or other
proceeding, claim or action of any nature or investigation pending or threatened
against or involving XCHC or PAI, or which questions or challenges the validity
of this Plan of Merger, or any action to be taken by either XCHC or PAI pursuant
to this Plan of Merger or in connection with the transactions contemplated
hereby, and XCHC and PAI do not know or have any reason to know of any valid
basis for any such legal, administrative, arbitration or other proceeding, claim
or action of any nature or investigation. Neither XCHC nor PAI is subject to any
judgment, order or decree entered in any lawsuit or proceeding which has an
adverse effect on their respective business practices or on their ability to
acquire any property or conduct their respective businesses in any area.

3.14. Tax Returns. XCHC and PAI have each duly filed all federal, state and
local tax reports and returns required to be filed by them and have duly paid
all taxes and other charges due or claimed to be due from them by federal, state
and local taxing authorities; further, there are no tax liens upon any property
or assets of XCHC or PAI.

3.15. Share Ownership and Agreements by Shareholders. Annexed hereto as Schedule
3.15 is a list (the "Investor Group List") setting forth the names of certain
shareholders of XCHC and the number of shares of capital stock of XCHC owned by
each such shareholder whether or not such shares are currently freely tradable
or restricted. Such shareholders shall collectively own a majority of the
outstanding voting stock of XCHC. The parties on such list have all been
contacted and have agreed to execute "lock-up" agreements as provided in this
Agreement, which agreements shall be entered into as promptly as possible and
held by counsel to XCHC prior to delivery to WEBIX at closing. These "lock-up"
agreements shall be available for inspection by WEBIX and its representatives.

3.16. Disclosure. No representation or warranty by either XCHC nor PAI in this
Plan of Merger and no statement contained in any document (including, without
limitation, financial statements), certificate, or other writing furnished by
XCHC or PAI to WEBIX pursuant to the provisions hereof or in connection with the
transactions contemplated hereby, contains any untrue statement of material fact
or omits to state any material fact necessary in order to make the statements
herein or therein, in light of the circumstances under which they were made, not
misleading; further, there are, no facts known to either XCHC or PAI which
(either individually or in the aggregate) could or would materially and
adversely affect or involve any substantial possibility of having a material,
adverse effect upon the condition (financial or otherwise), results of
operations, assets, liabilities or businesses of XCHC or PAI which have not been
disclosed in this Agreement.


                                   ARTICLE IV
               (Conduct by WEBIX of its Business Pending Closing)

Pending Closing, and except as otherwise consented to or approved by XCHC in
writing:



4.01. Regular Course of Business. WEBIX will carry on its business diligently
and substantially in the same manner as heretofore conducted and WEBIX shall not
engage in any transaction or activity, enter into any agreement or make any
commitment except in the ordinary course of business and consistent with past
practice.

4.02. Amendments. No change or amendment shall be made in the articles or bylaws
of WEBIX.

4.03. Capital Changes. WEBIX shall not issue or sell, or issue options, warrants
to purchase, conversion privileges or other rights to subscribe to, or enter
into any arrangement or contract with respect to, any shares of its capital
stock or any of its other securities, or make any other changes in its capital
structure, other than as set forth in this Plan of Merger.

4.04. Dividends. WEBIX shall not declare, pay or set aside for payment any
dividend or other distribution in respect of its capital and shall not, directly
or indirectly, redeem, purchase or otherwise acquire any shares of its capital
stock.

4.05. Subsidiaries. WEBIX shall not organize any new subsidiary, acquire any
capital stock or other equity securities of any corporation or acquire any
equity ownership interest in any business, other than WEBIX Brokerage Serives,
Inc, as described under Section 2.06 above.

4.06. Organization. WEBIX shall use its best efforts to preserve its corporate
existence and business organization intact, to keep available to WEBIX its
officers and key employees, and to preserve for WEBIX its relationships with
suppliers, dealers, licensor, licensees, franchisees, distributors, customers
and others having business relations with it.

4.07. No Default; Amendment. WEBIX shall not do any act or omit to do any act,
or permit any act or omission to act which shall cause a material breach of any
material contract or commitment of WEBIX and shall not amend any material
contract.

4.08. Compliance with Laws. WEBIX shall duly comply with all laws applicable to
it and its properties, operations, businesses and employees.

4.09. Tax Returns; Consent. WEBIX shall promptly prepare and file all federal,
state, local and foreign tax returns and amendments thereto required to be filed
by it.

4.10. No Acquisitions. WEBIX shall not approve or undertake, either as the
surviving, disappearing, acquiring or selling corporation, any other merger,
consolidation, assets acquisition or disposition or tender offer or other
takeover transaction or furnish or cause to be furnished any information
concerning its business, properties or assets to any person (other than XCHC)
which is interested in any such transaction, or solicit or encourage any
inquiries or proposals for the acquisition of all or any part of the capital
stock, assets or business of WEBIX.


                                   ARTICLE IV
                (Conduct by XCHC of its Business Pending Closing)

Pending Closing, and except as otherwise consented to or approved by XCHC in
writing:

5.01. Regular Course of Business. XCHC will carry on its business diligently and
substantially in the same manner as heretofore conducted and XCHC shall not
engage in any transaction or activity, enter into any agreement or make any
commitment except in the ordinary course of business and consistent with past
practice. XCHC shall not enter into any contract, agreement or arrangement with
any shareholder or affiliate of XCHC without obtaining the prior written consent
of WEBIX.

5.02. Amendments. No change or amendment shall be made in the articles or bylaws
of XCHC.

5.03. Capital Changes. XCHC shall not issue or sell, or issue options, warrants
to purchase, conversion privileges or other rights to subscribe to, or enter
into any arrangement or contract with respect to, any shares of its capital


s
stock or any of its other securities, or make any other changes in its capital
structure, other than as set forth in this Plan of Merger.

5.04. Dividends. XCHC shall not declare, pay or set aside for payment any
dividend or other distribution in respect of its capital and shall not, directly
or indirectly, redeem, purchase or otherwise acquire any shares of its capital
stock.

5.05. Subsidiaries. XCHC shall not organize any new subsidiary, acquire any
capital stock or other equity securities of any corporation or acquire any
equity ownership interest in any business.

5.06. Organization. XCHC shall use its best efforts to preserve its corporate
existence and business organization intact, to keep available to XCHC its
officers and key employees, and to preserve for XCHC its relationships with
suppliers, dealers, licensor, licensees, franchisees, distributors, customers
and others having business relations with it.

5.07. No Default; Amendment. XCHC shall not do any act or omit to do any act, or
permit any act or omission to act which shall cause a material breach of any
material contract or commitment of XCHC and shall not amend any material
contract.

5.08. Compliance with Laws. XCHC shall duly comply with all laws applicable to
it and its properties, operations, businesses and employees.

5.09. Tax Returns; Consent. XCHC shall promptly prepare and file all federal,
state, local and foreign tax returns and amendments thereto required to be filed
by it.

5.10. No Acquisitions. XCHC shall not approve or undertake, either as the
surviving, disappearing, acquiring or selling corporation, any other merger,
consolidation, assets acquisition or disposition or tender offer or other
takeover transaction or furnish or cause to be furnished any information
concerning its business, properties or assets to any person (other than WEBIX)
which is interested in any such transaction, or solicit or encourage any
inquiries or proposals for the acquisition of all or any part of the capital
stock, assets or business of XCHC.

5.11 Conduct of Business of PAI. PAI shall not conduct any business of any type
or enter into any contracts, agreements or arrangements which relate to or
affect PAI other than as expressly provided for in this Agreement without
obtaining the prior written consent of WEBIX.

                                   ARTICLE VI
                          (Obligations Pending Closing)

WEBIX covenants and agrees with XCHC, and XCHC covenants and agrees with WEBIX

6.01. Full Access. They shall each afford to the other and their representatives
full access to their respective plants, properties, books and records in order
that they may have full opportunity to make such investigations as they desire
to make of one another's affairs; provided, however, that any such investigation
shall be conducted in such a manner as not to interfere unreasonably with the
operation of the business being investigated, and they shall each cause their
respective representatives to furnish such additional financial and operating
data and other information as is from time to time reasonably request.

6.02. Confidentiality. They will each, and will cause their respective
representatives to, hold in confidence, and not disclose to others for any
reason whatsoever, all information received in connection with the transactions
contemplated hereby that the party being requested of identifies with reasonable
specificity in writing as proprietary ("Proprietary Information"), except to the
extent that such Proprietary Information was previously known to the requesting
party or was otherwise available from third persons without restriction on
further use or disclosure or otherwise not legally protected as proprietary
information; provided, however, that nothing herein contained shall be deemed to
preclude the receiving party from (a) asserting that any document or information
(whether or not embodied in a document) asserted by the providing party to be
proprietary are not entitled to protection as such on the ground that such
Proprietary Information was previously known to the requesting party or
otherwise available from third persons without restriction on its further use or



disclosure or otherwise not legally protected as proprietary information, and
(b) thereafter freely using or disclosing such Proprietary Information unless a
court of competent jurisdiction finally determines that this provision does not
apply to such Proprietary Information.

6.03. Approval of Stockholders; Private Placement of Preferred Stock. WEBIX
shall use its best efforts prior to Closing to (a) obtain the necessary approval
of its stockholders of the Merger, and shall use its reasonable efforts to (b)
privately place from $400,000 to $1,000,000 of its preferred stock (the "WEBIX
Private Placement").

6.04. Further Assurances. Each party shall execute and deliver such instruments
and take such other action as the other party or parties, as the case maybe, may
reasonably require in order to carry out the intent of this Agreement.

6.05. Public Announcements. WEBIX and XCHC will consult with each other before
issuing any press releases or otherwise making any public statements with
respect to the transactions contemplated herein and shall not issue any such
press release or make any such public statement prior to consultation and
approval by the other such party. Approval by WEBIX or XCHC of such press
releases and public statements shall not be unreasonably withheld.


                                   ARTICLE VII
                    (Conditions to XCHC's Closing Obligation)

The obligation of XCHC to effect this Plan of Merger and the transactions
contemplated herein shall be subject to the satisfaction, on or before Closing,
of each of the following conditions:

7.01. Representations and Warranties True. The representations and warranties of
WEBIX contained herein shall be in all material respects true and accurate as of
the date when made and at and as of Closing as though such representations and
warranties were made at and as of such date, except for changes permitted or
contemplated by the terms of this Plan of Merger.

7.02. Performance. WEBIX shall have performed and complied with all agreements,
obligations and conditions required by this Plan of Merger to be performed or
complied with by it on or prior to Closing.

7.03. Approval of WEBIX Stockholders. The approval of the stockholders of WEBIX
referred to in Section 6.03 shall have been obtained and no holders of WEBIX's
capital stock shall have provided notice, whether in writing or orally, that it
intends to elect to assert dissenter's appraisal rights.

7.04. Adverse Changes. No material adverse change shall have occurred in the
financial condition, working capital, assets, liabilities, reserves, business,
operations or prospects of WEBIX since the date of the WEBIX Balance Sheet.

7.05. No Governmental Proceeding or Litigation. No suit, action, investigation,
inquiry or other proceeding by any governmental body or other person or entity
or legal or administrative proceeding shall have been instituted or threatened
which questions the validity or legality of the transactions contemplated hereby
or which if successfully asserted would otherwise have a material adverse effect
on the conduct of WEBIX's business or on its properties.

7.06. Board of Directors Authorization. All action required to be taken by the
Board of Directors of WEBIX to authorize the execution, delivery and performance
of this Plan of Merger and the consummation of the transactions contemplated
hereby shall have been duly and validly taken by the Board of Directors of
WEBIX.

7.07 Restrictions on Sale of XCHC Shares following Closing. WEBIX shall have
entered into lock-up agreements in customary form restricting the sale of
transfer of XCHC shares received in the Merger for a period of 15 months
following the Closing.

                                  ARTICLE VIII
                   (Conditions to WEBIX'S Closing Obligations)

The obligation of WEBIX to effect this Plan of Merger and the transactions
contemplated herein shall be subject to the satisfaction, on or before the
Effective Date, of each of the following conditions:




8.01. Representations and Warranties True. The representations and warranties of
XCHC and PAI contained herein shall be in all material respects true and
accurate as of the date when made and at and as of Closing as though such
representations and warranties were made at and as of such date, except for
changes permitted or contemplated by the terms of this Plan of Merger.

8.02. Performance. XCHC and PAI shall have performed and complied with all
agreements, obligations and conditions required by the Plan of Merger to be
performed or complied with by it on or prior to Closing.

8.03. Approval of WEBIX Stockholders. The approval of the stockholders of WEBIX
referred to in Section 6.03 shall have been obtained and no holders of WEBIX's
capital stock shall have provided notice, whether in writing or orally, that it
intends to elect to assert dissenter's appraisal rights.

8.04. Adverse Changes. No material adverse change shall have occurred in the
financial condition, working capital, assets, liabilities, reserves, business,
operations or prospects of XCHC or PAI since the date of the XCHC Balance
Sheets.

8.05. No Governmental Proceeding or Litigation. No suit, action, investigation,
inquiry or other proceeding by any governmental body or other person or entity
or legal or administrative proceeding shall have been instituted or threatened
which questions the validity or legality of the transactions contemplated hereby
or which if successfully asserted would otherwise have a material adverse effect
on the conduct of XCHC's or PAI's business.

8.06. Board of Directors Authorization. All action required to be taken by the
Board of Directors of XCHC to authorize the execution, delivery and performance
of this Plan of Merger and the consummation of the transactions contemplated
hereby shall have been duly and validly taken by the Board of Directors of XCHC
and PAI.

8.07. Restrictions on Sale of XCHC Shares following Closing. Each of the persons
set forth on the Investor Group List shall have entered into lock-up agreements
in customary form restricting the sale of transfer of XCHC shares received in
the Merger for a period of 15 months following the Closing.


                                   ARTICLE IX
                          (Termination and Abandonment)

9.01. Methods of Termination. This Plan of Merger may be terminated and the
Merger abandoned, notwithstanding any other provision herein to the contrary,
by: (a) mutual written consent of the parties; (b) the board of WEBIX on or
after five (5) business days after January 15, 2002; or (c) the boards of XCHC
and PAI on or after five (5) business days after January 15, 2002.

9.02. Procedure on Termination. In the event of termination and abandonment by
the board of XCHC or by the board of WEBIX, or both, pursuant to Section 9.01(b)
or (c), written notice thereof shall forthwith be given to the other party, and
this Plan of Agreement shall terminate, and the Merger shall be abandoned
without further action by XCHC or WEBIX If this Plan of Merger is terminated as
provided herein: (a) Each party will redeliver all documents, work papers and
other material of any other party relating to the transactions contemplated
hereby, whether so obtained before or after the execution hereof, to the party
furnishing the same; and (b) All Proprietary Information received by any party
hereto with respect to the business of any other party or its subsidiaries shall
not at any time be used for the advantage of, or disclosed to third Persons by,
such party for any reason whatsoever except as contemplated in Section 6.02
hereof.

                                    ARTICLE X
                              (General Provisions)

10.01. Entire Agreement; Modification. This Agreement (and the documents between
the parties which have been executed on even date herewith in connection with
the transactions evidenced hereby) sets forth and constitutes the entire
agreement between the parties with respect to the subject matter of this
Agreement, and supersedes any and all prior agreements, understandings,
promises, and representations made by any party to the other concerning the



subject matter of this Agreement and the applicable terms. This Agreement may
not be released, discharged, amended or modified in any manner except by an
instrument in writing signed by duly authorized representatives of the parties.

10.02. Severability. The invalidity or unenforceabilty of any one or more
provisions of this Agreement shall not affect the validity or enforceability of
any of the other provisions hereof, and this Agreement shall be construed in all
respects as if such invalid or unenforceable provision or provisions were
omitted.

10.03. Governing Law. This Agreement shall be deemed to have been entered into
and shall be construed and enforced in accordance with the laws of the State of
Nevada.

10.04. Waivers. The failure of any party to insist, in any one or more
instances, upon the performance of any of the terms, covenants or conditions of
this Agreement or to otherwise exercise any right hereunder, shall not be
construed as a waiver or relinquishment of the future performance of any such
term, covenant or condition or the future exercise of such right, but the
obligations of the party with respect to such future performance shall continue
in full force and effect. Any purported waiver must be in writing and must be
signed by the party granting such waiver.

10.05. Headings. The headings in the articles, section and paragraphs used in
this Agreement are included for convenience only and are not to be used in
construing or interpreting this Agreement.

10.06. Notice. All notices, demands, or requests required or authorized
hereunder shall be deemed given sufficiently if in writing and sent by
registered or certified mail, return receipt requested and postage prepaid, or
by tested telex, facsimile, telegram or cable to:

In case of the WEBIX:

Mr. K. Richard B. Niehoff, President
36 West 44th Street, Suite 1209
New York, NY 10036
646.728.7029

with a corresponding copy to:

Noah Klarish, Esq.
Noah Klarish & Associates, P.C.
40 West 57th St., 30th Floor
New York, NY   10019
212. 603.2354

In case of the XCHC:

Mr. W. Steven Garrett
48 S.W. 16th Court
Dania Beach, FL
954.923.3699

with a corresponding copy to:

Mark S. Pierce, Esq.
5645 Rico Drive
Boca Raton, FL  33487
561.998.2332

10.07. Successors and Assigns. This Agreement, and each and every provision
thereof, shall be binding upon and inure to the benefit of the parties, their
respective successors, successors-in-title, heirs and assigns, and each and
every successor-in-interest to any party, whether such successor acquires such
interest by way of gift, purchase, foreclosure, or by any other method, who



shall hold such interest subject to all the terms and conditions of this
Agreement.

10.08. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be an original, but such counterparts shall
together constitute one and the same instrument.

10.09. Attorneys' Fees. In the event of any dispute with respect to this
Agreement, the prevailing party shall be entitled to reasonable attorneys' fees
and other costs and expenses incurred in resolving the dispute or disputes.

10.10. Expenses. Each party shall pay the expenses incurred by them under or in
connection with this Agreement, including counsel fees and expenses of their
respective representatives.

10.11. Survival of Representations and Warranties. The representations,
warranties and agreements of the parties which are contained in this Agreement
shall survive the execution hereof, and shall be unaffected by any investigation
made by any party at any time, but shall expire unequivocably one year after the
date of this Agreement.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]








10.12. Brokers. Neither XCHC nor WEBIX have engaged or are otherwise liable for
any amount due or to become due to any broker or sales agent in regards of the
transactions giving rise to and evidenced hereby. In the event that any claim is
asserted by any person claiming a commission or finder's fee with respect to
this Agreement or the transactions contemplated hereby or arising from any act,
representation or promise of a party or its representatives, such party will
indemnify, save, defend and hold every other party harmless from and against any
and all such claims, as well as against all costs and expenses related thereto,
including attorneys' fees and costs.

IN WITNESS WHEREOF, the parties have caused this Plan of Merger to be executed
and delivered to one another on the date first above written.

WEBIX:

By: /s/ K. Richard B. Niehoff
       K. Richard B. Niehoff, President

Attest: /s/ Noah Klarish
            Secretary

THE X-CHANGE CORPORATION

By: /s/ W. Steven Garrett
        W. Steven Garrett, President

Attest: /s/ Mark S. Pierce
            Secretary

POPO AGIE, INC.

By: /s/ W. Steven Garret
       W. Steven Garrett, President

Attest: /s/ Mark S. Pierce
            Secretary

EX-10.2

                                  EXHIBIT 10.2

                            Form of Warrant Agreement







THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY
STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED,
HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT
IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR AN EXEMPTION TO SUCH
ACT.

Exercisable until the earlier of (i) January 15, 2007, or (ii) one year after
the declaration of effectiveness of a registration statement covering these
Warrants and/or the shares issuable upon exercise of these Warrants.

                                 WARRANT FOR THE
                       PURCHASE OF SHARES OF COMMON STOCK

                                       Of

                           X-CHANGE CORPORATION, INC.
               INCORPORATED UNDER THE LAWS OF THE STATE OF NEVADA
               --------------------------------------------------

                  THIS CERTIFIES THAT, for value received, ___________________,
together with his or its successors, assigns, heirs and personal representatives
(the "Investor"), is entitled to purchase, up to
___________________________________ (_______) duly authorized, validly issued,
fully paid and nonassessable shares of Common Stock (the "Common Stock") of
X-Change Corporation, Inc., a Nevada corporation (the "Company"), at the per
share purchase price described in Section 1.3 below, subject to the provisions
and upon the terms and conditions hereinafter set forth.

                  1. Exercise of Warrant. The terms and conditions upon which
this Warrant may be exercised, and the Common Stock covered hereby (the "Warrant
Stock") may be purchased, are as follows:

                  1.1 Term. The purchase right represented by this Warrant may
be exercised in whole or in part at any time and from time to time from and
after the date hereof and until the earlier of (i) January 15, 2007, or (ii) one
year after the declaration of effectiveness of a registration statement covering
these Warrants and/or the shares issuable upon exercise of these Warrants;
provided that, if the last day on which this Warrant may be exercised is a
Sunday or a legal holiday or a day on which banking institutions doing business
in the City of New York are authorized by law to close, this Warrant may be
exercised prior to 5:00 p.m. (New York time) on the next succeeding full
business day with the same force and effect as if exercised on such last day
specified herein.



                  1.2 Number of Shares. This Warrant is initially exercisable
for ______________________________ (_______) shares of Common Stock, subject to
adjustment pursuant to Section 2 of this Warrant.

                  1.3 . Purchase Price. As of the date hereof, the initial per
share purchase price for the shares of Common Stock to be issued upon exercise
of this Warrant shall be One Dollar ($1.00) per share. Such initial exercise
price shall be subject to adjustment as provided herein (such initial exercise
price as so adjusted, the "Warrant Price").

                  1.4 Method of Exercise. The exercise of the purchase rights
evidenced by this Warrant shall be effected by (a) the surrender of the Warrant,
together with a duly executed copy of the form of a subscription attached
hereto, to the Company at its principal offices and (b) the delivery of the
purchase price (i) by check or bank draft payable to the Company's order or by
wire transfer to the Company's account for the number of shares for which the
purchase rights hereunder are being exercised or any other form of consideration
approved by the Company's Board of Directors or (ii) pursuant to the procedure
set forth in Section 1.5.

                  Each exercise of this Warrant shall be deemed to have been
effected immediately prior to the close of business on the day on which this
Warrant shall have been surrendered to the Company as provided herein or at such
latter date as may be specified in the executed form of subscription, and at
such time the person or persons in whose name or names any certificate or
certificates for shares of Common Stock shall be issuable upon such exercise as
provided herein shall be deemed to have become the holder or holders of record
thereof.

                  1.5 Cashless Exercise. In addition to and without limiting the
rights of the holder hereof under the terms hereof, at the holder's option this
Warrant may be exercised in whole or in part at any time or from time to time
prior to its expiration for a number of shares of Common Stock having an
aggregate fair market value on the date of such exercise equal to the difference
between (a) the fair market value of the number of shares of Common Stock
subject to this Warrant designated for exercise by the holder hereof on the date
of the exercise and (b) the aggregate Warrant Price for such shares in effect at
such time .

                  The "fair market value" of shares of Common Stock shall be
calculated on the basis of (a) if the Common Stock is then traded on a
securities exchange, the average of the closing prices of the Common Stock on
such exchange over the 20 trading day period ending three (3) trading days prior
to the date of exercise, (b) if the Common Stock is then regularly traded
over-the-counter, the average of the sale prices or secondarily the closing bid
of the Common Stock over the 20 trading day period ending three (3) trading days
prior to the date of exercise, or (c) if there is no active public market for
the Common Stock, the fair market value thereof shall be determined by a
nationally recognized investment banking firm chosen in good faith by the
Company's Board of Directors, provided however, that such fair market value
shall take into account the valuations of comparable companies that are publicly
traded or privately held, but not including any discount attributable to the
fact that the shares are illiquid or that they represent a minority ownership
interest in the company. If the holder of this Warrant exercises this Warrant
contingent upon the closing of a public offering, the "fair market value " of a
share of Common Stock on the date of exercise shall be equal to the initial
price to the public specified in the final prospectus with respect to such



public offering. The following diagram illustrates how many shares would then be
issued upon exercise pursuant to this Section 1.5:

                                 
         Let      FMV      =        Fair market value per share of Common Stock at date of exercise.
                  PSP      =        Per share Warrant Price at date of exercise.
                  N        =        Number of shares of Common Stock desired to be exercised.
                  X        =        Number of shares of Common Stock issued upon exercise.
                           X        =       (FMV)(N)-(PSP)(N)
                                                     FMV




                  No payment of any cash or other consideration to the Company
shall be required from the holder of this Warrant in connection with any
exercise of this Warrant pursuant to this Section 1.5. Such exercise shall be
effective upon the date of receipt by the Company of the original Warrant
surrendered for cancellation and a written request from the holder hereof that
the exercise pursuant to this section be made, or at such later date as may be
specified in such request.

                  1.6 Issuance of Shares. As soon as reasonably practicable
after each exercise of this Warrant, in whole or in part, the Company at its
expense (including the payment by it of any applicable issue taxes) will cause
to be issued in the name of and delivered to the holder hereof or as such holder
(upon payment by such holder of any applicable transfer taxes) may direct, (a) a
certificate or certificates for the number of duly authorized, validly issued,
fully paid and nonassessable shares of Common Stock to which such holder shall
be entitled upon such exercise, and (b) in case such exercise is in part only, a
new Warrant or Warrants of like tenor, calling in the aggregate on the face or
faces thereof for the number of shares of Common Stock equal (without giving
effect to any adjustment thereof) to the number of such shares called for on the
face of this Warrant minus the number of such shares designated by the holder
upon such exercise as provided herein.

         2.       Certain Adjustments.

                  2.1 Mergers, Consolidations or Sale of Assets. If after the
date hereof there shall be a capital reorganization (other than a combination or
subdivision of Common Stock otherwise provided for herein), or spin-off, or a
merger or consolidation of the Company with or into another corporation, or the
sale of all or substantially all of the Company's properties and assets to any
other person, then, as a part of such transaction, lawful provision shall be
made so that the Investor shall thereafter be entitled to receive upon exercise
of this Warrant, during the period specified in this Warrant and upon payment of
the purchase price, the number of shares of stock or other securities, cash or
property of the Company or the successor corporation resulting from such
transaction, to which a holder of the Common Stock deliverable upon exercise of
this Warrant would have been entitled under the provisions of the agreement in
such transaction if this Warrant had been exercised immediately before such
transaction. In any such case, appropriate adjustment (as determined reasonably
and in good faith by the Company's Board of Directors) shall be made in the
application of the provisions of this Warrant with respect to the rights and
interests of the Investor after such transaction to the end that the provisions
of this Warrant (including adjustment of the purchase price then in effect and
the number of shares of Common Stock issuable upon exercise hereon shall be



applicable after that event, as near as reasonably may be, in relation to any
shares or other property deliverable after that event upon exercise of this
Warrant.

                  2.2 Splits and Subdivisions, Dividends. If the Company should
effect or fix a record date for the effectuation of a split or subdivision of
the outstanding shares of Common Stock or the determination of the holders of
Common Stock entitled to receive a dividend or other distribution payable in
additional shares of Common Stock or other securities or warrants, options or
other rights convertible into, or entitling the holder thereof to receive
directly or indirectly, additional shares of Common Stock (hereinafter referred
to as "Common Stock Equivalents") without payment of any consideration by such
holder for the additional shares of Common Stock or Common Stock Equivalents
(including the additional shares of Common Stock issuable upon conversion or
exercise thereof), then, as of such record date (or the date of such
distribution, split or subdivision if no record date is fixed), the per share
purchase price shall be appropriately decreased and the number of shares of
Common Stock issuable upon exercise hereof shall be appropriately increased in
proportion to such increase of outstanding shares.

                  2.3 Combination of Shares. If the number of shares of Common
Stock outstanding at any time after the date hereof is decreased by a
combination of the outstanding shares of Common Stock, the per share purchase
price shall be appropriately increased and the number of shares of Common Stock
issuable upon exercise hereof shall be appropriately decreased in proportion to
such decrease in outstanding shares.

                  2.4 Adjustments for Other Distributions. In the event the
Company shall declare a distribution payable in securities of the Company (other
than Common Stock Equivalents) or other persons, evidences of indebtedness
issued by the Company or other persons, assets (including cash dividends) or
options or rights not referred to in Section 2.2, then, in each such case for
purposes of this Section 2.4, upon exercise of this Warrant the holder hereof
shall be entitled to a proportionate share of any such distribution as though
such holder was the holder of the number of shares of Common Stock of the
Company into which this Warrant may be exercised as of the record date fixed for
the determination of the holders of Common Stock of the Company entitled to
receive such distribution.

                  2.5      Issuance of Additional Common Stock

                           (a) If, after the date hereof, the Company shall
issue or sell to an affiliate of the Company (as defined in Rule 144(a)(I) of
the Act).

                           (i) Additional Shares (defined below) without
                  consideration or for a consideration per share less than the
                  higher of (A) the Warrant Price and (B) the fair market value
                  of a share of Common Stock in effect immediately prior to such
                  issue or sale, or



                           (ii) Common Stock Equivalents exercisable for
                  Additional Shares with a minimum exercise or exchange price
                  less than the higher of (A) the Warrant Price and (B) the fair
                  market value of a share of Common Stock,

then, and in each such case, the Warrant Price shall be reduced, concurrently
with such issue or sale, to a price (calculated to the nearest .001 of a cent)
determined by multiplying such Warrant Price by a fraction:

                           (i) the numerator of which shall be (A) the number of
                  shares of Common Stock outstanding immediately prior to such
                  issue or sale plus (B) the number of shares of Common Stock
                  that the aggregate consideration received by the Company upon
                  such issuance or sale (or, in the case of Common Stock
                  Equivalents exercisable for Additional Shares, receivable by
                  the Company upon exercise or exchange) would purchase at such
                  Warrant Price or fair market value, as the case may be, and

                           (ii) the denominator of which shall be the number of
                  shares of Common Stock outstanding immediately after such
                  issue or sale (or, in the case of Common Stock Equivalents
                  exercisable for Additional Shares, assuming exercise or
                  exchange thereof).

                          (b) For the purposes of this Section 2.5, the
consideration for the issue or sale of Additional Shares shall, irrespective of
the accounting treatment of such consideration, (i) insofar as it consists of
cash, be computed at the net amount of cash received by the Company, and (ii)
insofar as it consists of property (including securities) other than cash, be
computed at the fair value thereof at the time of such issue or sale.

                          (c) Notwithstanding anything contained herein to the
contrary, the consideration for any Common Stock Equivalents shall be the total
amount of consideration received by the Company for the issuance of such Common
Stock Equivalents plus the minimum amount of consideration payable to the
Company upon exercise, conversion or exchange of Common Stock Equivalents (the
"Net Consideration") determined as of the date of issuance of such Common Stock
Equivalents. Any obligation, agreement or understanding to issue Common Stock
Equivalents at any time in the future shall be deemed to be an issuance at the
time such obligation or agreement is made or arises. No adjustment of the
Warrant Price shall be made under this Section 2.5 upon the issuance of any
shares of Common Stock which are issued pursuant to the exercise, conversion or
exchange of any Common Stock Equivalents if any adjustment shall previously have
been made upon the issuance of any such Common Stock Equivalents.

                  Should the Net Consideration for any such Common Stock
Equivalents be increased or decreased from time to time, then, upon the
effectiveness of such change, the Warrant Price will be that which would have
been obtained (i) had the adjustments made upon the issuance of such Common
Stock Equivalents been made upon the basis of the actual Net Consideration (as
so increased or decreased) of such Common Stock Equivalents, and (ii) had
adjustments to such Warrant Price since the date of issuance of such Common
Stock Equivalents been made to such Warrant Price as adjusted pursuant to (i)



above. Any adjustment of the Warrant Price with respect to this paragraph which
relates to Common Stock Equivalents shall be disregarded if, as, and when all of
such Common Stock Equivalents expire or are canceled without being exercised, so
that the Warrant Price effective immediately upon cancellation or expiration
shall be equal to the Warrant Price in effect at the time of the issuance of the
expired or canceled Common Stock Equivalents, with such additional adjustments
as would have been made to such Warrant Price had the expired or canceled Common
Stock Equivalents not been issued.

                           (d) "Additional  Shares" means all shares of Common
Stock, whether or not subsequently reacquired or retired by the Company other
than (i) shares of Common Stock issued or to be issued to directors, officers,
employees and consultants of the Company or any subsidiary pursuant to any bona
fide qualified or non-qualified stock option plan or agreement, stock purchase
plan or agreement, stock restriction agreement, or employee stock ownership plan
(ESOP).

                           (e) The number of shares of Common Stock that the
holder of this Warrant shall be entitled to receive upon each exercise hereof
after any adjustment pursuant to this Section 2.5 shall be determined by
multiplying (i) the number of shares of Common Stock that were issuable
immediately prior to such adjustment, by (ii) the fraction of which (A) the
numerator is the Warrant Price immediately prior to such adjustment and (B) the
denominator is the Warrant Price immediately following such adjustment.

                  2.6 Certificate as to Adjustments. In the case of each
adjustment or readjustment of the Warrant Price pursuant to this Section 2, the
Company at its expense will promptly compute such adjustment or readjustment in
accordance with the terms hereof and cause a certificate, signed by the
Company's Chief Financial Officer, setting forth such adjustment or readjustment
and showing in detail the facts upon which such adjustment or readjustment is
based to be delivered to the holder of this Warrant. The Company will furnish or
cause to be furnished to such holder a certificate setting forth (a) such
adjustments and readjustments, (b) the Warrant Price at the time in effect and
how it was calculated and (c) the number of shares of Common Stock issuable upon
exercise hereof and the amount, if any, of other property at the time receivable
upon the exercise of the Warrant.

                  2.7 Other Dilutive Events. If any event shall occur as to
which the provisions of Section 2 are not strictly applicable but the failure to
make any adjustment would not fairly protect the purchase rights represented by
this Warrant in accordance with the essential intent and principles of such
sections, then, in each such case, the Board of Directors of the Company shall
make such adjustment, if any, on a basis consistent with the essential intent
and principles established in Section 2, necessary to preserve, without
dilution, the purchase rights represented by this Warrant. The Company will
promptly notify the Investor of any such adjustments and shall make the
suggested adjustments.

                  2.8 No Dilution or Impairment. The Company will not, by
amendment of its certificate of incorporation or through any consolidation,
merger, reorganization, transfer of assets, dissolution, issue or sale of
securities or any other voluntary action, avoid or seek to avoid the observance



or performance of any of the terms of this Warrant, but will at all times in
good faith assist in the carrying out of all such terms and in the taking of all
such action as may be necessary or appropriate in order to protect the rights of
the holder of this Warrant against dilution or other impairment.

         Without limiting the generality of the foregoing, the Company (a) will
not permit the par value of any shares of stock receivable upon the exercise of
this Warrant to exceed the amount payable therefor upon such exercise, (b) will
take all such action as may be necessary or appropriate in order that the
Company may validly and legally issue fully paid and nonassessable shares of
stock on the exercise of the Warrants from time to time outstanding; and (c)
will not take any action which results in any adjustments of the Warrant Price
if the total number of shares of Common Stock issuable after the action upon the
exercise of all of the Warrants would exceed the total number of shares of
Common Stock then authorized by the Company's certificate of incorporation and
available for the purpose of issue upon such exercise.

                  2.9      Notices of Record Date etc. In the event of:

                           (a) any taking by the Company of a record of the
holders of any class of securities of the Company for the purpose of determining
the holders thereof who are entitled to receive any dividend (other than a cash
dividend payable out of earned surplus at the same rate as that of the last such
cash dividend theretofore paid) or other distribution, or any right to subscribe
for, purchase or otherwise acquire any shares of stock of any class or any other
securities or property, or to receive any other right;

                           (b) any capital reorganization of the Company, any
reclassification or recapitalization of the capital stock of the Company or any
transfer of all or substantially all of the assets of the Company to any other
person or any consolidation or merger involving the Company; or

                           (c) any voluntary or involuntary dissolution,
liquidation or winding-up of the Company,

the Company will mail to the holder of this Warrant at least fifteen (15) days
prior to the earliest date specified below, a notice specifying: (i) the date on
which any such record is to be taken for the purpose of such dividend,
distribution or right, and the amount and character of such dividend,
distribution or right; and (ii) the date on which any such reorganization,
reclassification, transfer, consolidation, merger, dissolution, liquidation or
winding-up is expected to become effective and the record date for determining
stockholders entitled to vote thereon and the time, if any such time is to be
fixed, as of which the holders of record of Common Stock shall be entitled to
exchange their shares of Common Stock for the securities or other property
deliverable upon such reorganization, reclassification, recapitalization,
consolidation, merger, transfer, dissolution, liquidation or winding-up.

         3. Fractional Shares. No fractional shares shall be issued in
connection with any exercise of this Warrant. In lieu of the issuance of such
fractional share, the Company shall make a cash payment equal to the then fair




market value of such fractional share as determined in accordance with Section
1.5 hereof.

         4.       Representations and Warranties of the Company.

                  4.1 Authorization. The Company has full power and authority to
enter into this Warrant. This Warrant has been duly authorized, executed and
delivered by the Company and constitutes its valid and legally binding
obligation, enforceable in accordance with its terms.

                  4.2 Reservation of Common Stock. The Company shall at all
times reserve and keep available out of its authorized but unissued shares of
Common Stock, solely for the purpose of effecting the exercise of this Warrant,
such number of its shares of Common Stock, free from preemptive rights, as shall
from time to time be sufficient to effect the exercise of this Warrant, and if
at any time the number of authorized but unissued shares of Common Stock shall
not be sufficient to effect the exercise of the entire Warrant, in addition to
such other remedies as shall be available to the holder of this Warrant, the
Company will take such action as may be necessary to increase its authorized but
unissued shares of Common Stock to such number of shares as shall be sufficient
for such purposes. If any shares of its Common Stock to be reserved for the
purpose of issuance upon exercise of the Warrants require registration with or
approval of any governmental authority under any applicable law before such
shares of Common Stock may be validly issued or delivered, then it shall secure
such registration or approval, as the case may be, and maintain such
registration or approval in effect so long as so required.

                  4.3 Adjustment in Number of Shares Issuable and Purchase
Price. There has not been nor will there be any adjustment to the number of
shares issuable or the purchase price payable upon the exercise of any
securities of the Company convertible into or exchangeable for shares of Common
Stock resulting from the issuance or exercise of this Warrant.

                  4.4 Valid Issuance. This Warrant, when issued and delivered in
accordance with the terms hereof, will be duly authorized and validly issued,
and the Common Stock issuable upon the exercise hereof, when issued pursuant to
the terms hereof and upon payment of the exercise price, shall, upon such
issuance, be duly authorized, validly issued, fully paid and nonassessable.

         5. Privilege of Stock Ownership. Prior to the exercise of this Warrant,
the Investor shall not be entitled, by virtue of holding this Warrant, to any
rights of a stockholder of the Company, including (without limitation) the right
to vote, receive dividends or other distributions, exercise preemptive rights or
be notified of stockholder meetings, and such holder shall not be entitled to
any notice or other communication concerning the business or affairs of the
Company. Nothing in this Section 5, however, shall limit the right of the
Investor to be provided the notices described in Section 2 hereof or to
participate in distributions described in Section 2 hereof if the Investor
ultimately exercises this Warrant.

         6. Limitation of Liability. Except as otherwise provided herein, in the
absence of affirmative action by the holder hereof to purchase the Common Stock
in accordance herewith, no mere enumeration herein of the rights or privileges
of the holder hereof shall give rise to an obligation on such holder to purchase



any securities or any liability of such holder for the purchase price or as a
stockholder of the Company, whether such obligation or liability is asserted by
the Company or by creditors of the Company.

         7. Representations and Warranties of the Investor. The Investor
represents and warrants to the Company as follows:

                  7.1 Investment Experience. The Investor represents that it can
bear the economic risk of its investment and has such knowledge and experience
in financial or business matters that it is capable of evaluating the merits and
risks of the investment in the Warrant and the Common Stock issuable upon
exercise hereof. The Investor also represents it has not been organized solely
for the purpose of acquiring the Warrant or the Common Stock issuable upon
exercise hereof.

                  7.2 Restricted Securities. The Investor understands that the
Warrant being issued hereunder and the Common Stock issuable upon exercise
hereof are characterized as "restricted securities" under the federal securities
laws inasmuch as they are being acquired from the Company in a transaction not
involving a public offering and have not been registered under the Act nor
qualified under applicable state securities laws and that under such laws and
applicable regulations such securities may not be resold without registration
under the Act, except in certain limited circumstances. In this connection, the
Investor represents that it is familiar with Rule 144 promulgated under the Act
("Rule 144"), as presently in effect, and understands the resale limitations
imposed thereby and by the Act.

                  7.3 Accredited Investor. The Investor is an "accredited
investor" within the meaning of Rule 501 of Regulation D promulgated under the
Act.

                  7.4 Legends. It is understood that the certificates evidencing
the Common Stock issuable upon exercise hereof may bear the following legend:

        "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
         1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD,
         OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE
         ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE
         SECURITIES UNDER SUCH ACT OR AN EXEMPTION TO SUCH ACT"

         8.       Transfers and Exchanges.

                  8.1 The Investor agrees not to sell, hypothecate, pledge or
otherwise dispose of any interest in the Warrant or the Common Stock issuable
upon exercise hereof in the United States, its territories, possessions or any
area subject to its jurisdiction, or to any person who is a national thereof or
resident therein (including any estate of such person), or any corporation,
partnership or other entity created or organized therein, other than in
accordance with the Act.



                  8.2 Upon presentation to the Company's transfer agent of the
form of Assignment attached hereto, a new Warrant shall be issued to the new
holder hereof. New Warrants issued in connection with transfers or exchanges
shall not require the signature of the new holder hereof and shall be identical
in form and provision to this Warrant except as to the number of shares.

                  8.3 Each certificate evidencing the shares of Common Stock
issued upon exercise of this Warrant, or upon any transfer of such shares (other
than a transfer registered under the Act or any subsequent transfer of shares so
registered) shall, at the option of the Company, contain a legend, in form and
substance reasonably satisfactory to the Company and its counsel, restricting
the transfer of such shares to sales or other dispositions exempt from the
requirements of the Act.

                  8.4 Ownership of Warrants. The Company may treat the person in
whose name any Warrant is registered on the register kept at the office of the
Company maintained pursuant to Section 8.5(a) as the owner and holder thereof
for all purposes, notwithstanding any notice to the contrary, except that, if
and when any Warrant is properly assigned in blank, the Company may (but shall
not be obligated to) treat the bearer thereof as the owner of such Warrant for
all purposes, notwithstanding any notice to the contrary. A Warrant, if properly
assigned, may be exercised by a new holder without a new Warrant first having
been issued.

                  8.5 Transfer and Exchange of Warrants.

                           (a) The Company will serve as its own transfer agent
for purposes of this Warrant, where notices, presentations and demands in
respect of this Warrant may be made upon it, until such time as the Company
shall notify the holders of the Warrants of any change in such transfer agent;
and

                           (b) Upon the surrender of any Warrant, properly
endorsed, for registration of transfer or for exchange, the Company at its
expense will execute and deliver to or upon the order of the holder thereof a
new Warrant or Warrants of like tenor, in the name of such holder or as such
holder (upon payment by such holder of any applicable transfer taxes) may
direct, calling in the aggregate on the face or faces thereof for the number of
shares of Common Stock called for on the face or faces of the Warrant or
Warrants so surrendered.

         9. Successors and Assigns. The terms and provisions of this Warrant
shall be binding upon the Company and the Investor and their respective
successors and assigns, subject at all times to the restrictions set forth
herein.

         10. Loss, Theft, Destruction or Mutilation of Warrant. Upon receipt by
the Company of evidence reasonably satisfactory to it of the loss, theft,
destruction or mutilation of this Warrant, and in case of loss, theft or
destruction, of indemnity or security reasonably satisfactory to the Company,
and upon reimbursement to the Company of all reasonable expenses incidental
thereto, and upon surrender and cancellation of this Warrant, if mutilated, the
Company will make and deliver a new warrant of like tenor and dated as of such
cancellation, in lieu of this Warrant.



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

         12. Amendments and Waivers. Any term of this Warrant may be amended and
the observance of any term of this Warrant may be waived (either generally or in
a particular instance and either retroactively or prospectively), only with the
written consent of the Company and the Investor. Any such amendment or waiver
shall be binding on the parties.

         13. Governing Law. The terms and conditions of this Warrant shall be
governed by and construed in accordance with Nevada law, without regard to
conflict of law provisions.

         14. Notices. Except as otherwise provided in this Warrant, any
requirement for a notice, demand or request under this Warrant will be satisfied
by a writing (a) hand delivered with receipt; (b) mailed by United States
registered or certified mail or Express Mail, return receipt requested, postage
prepaid; or (c) sent by Federal Express or any other nationally recognized
overnight courier service, and addressed as follows: if to the holder, at its
address as shown on the books of the Company; and if to the Company, to the
Company's principal office which is currently located at 36 W. 44th Street,
Suite 1209, New York, NY 10036, Attn: Chief Financial Officer. All notices that
are sent in accordance with this Section 14 will be deemed received by the
holder or the Company on the earliest of the following applicable time periods:
(i) the date the return receipt is executed; or (ii) the date delivered as
documented by the overnight courier service or the hand delivery receipt. Either
the holder or the Company may designate a change of address by written notice to
the other party.

         15. Remedies. The Company acknowledges and agrees that irreparable
harm, for which there may be no adequate remedy at law and for which the
ascertainment of damages would be difficult, would occur in the event any of the
provisions of this Warrant were not performed in accordance with its specific
terms or were otherwise breached. The Company accordingly agrees that the
holders shall be entitled to an injunction or injunctions to prevent breaches of
the provisions of this Warrant and to enforce specifically the terms and
provisions hereof in any court of the United States or any state thereof having
jurisdiction, in each instance without being required to post bond or other
security and in addition to, and without having to prove the inadequacy of other
remedies at law.

              Warrant for the Purchase of Shares of Common Stock of
                           X-Change Corporation, Inc.

                                      X-CHANGE CORPORATION, INC.


                                      By:     _____________________________
                                               Name:
                                               Title: President

                                               Dated:  January 15, 2002









                                  SUBSCRIPTION



X-Change Corporation
36 W. 44th Street, Suite 1209
New York, NY  10036


Ladies and Gentlemen:

         The undersigned, _______________________ , hereby elects to purchase,
pursuant to the provisions of the Warrant dated, January 15, 2002 held by the
undersigned, ___________ shares of the Common Stock of X-Change Corporation, a
Nevada corporation, and tenders herewith payment of the purchase price of such
shares in full.

         In exercising its rights to purchase such Common Stock, the undersigned
hereby confirms the investment representations made in Section 7 of such
Warrant.

Dated: ______________, 200_.



                                               ______________________________

                                               By ___________________________


                                    Address:   ______________________________

                                               ______________________________











                              [FORM OF ASSIGNMENT]

The undersigned hereby assigns this Warrant to


________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________
         (Print or type name, address and zip code of assignee)

Please insert Social Security or other
identifying number of assignee


_______________________________________


and irrevocably appoints ____________________________ as agent to transfer this
Warrant on the books of the Company. The agent may substitute another to act for
him or it.


Dated:______________________________          Signed:________________________


______________________________________________________________________________
(Sign exactly as name appears on the front of this Warrant)




Dated:_______________________________          Signed:_______________________
                                               Name:_________________________
                                               Title:________________________

EX-99.1

                                  EXHIBIT 99.1

                                  Press Release






The X-CHANGE CORPORATION Acquires WEBiX Inc.

TUESDAY, JANUARY 15, 2002

New York, New York, January 15, 2002.- Effective today, the shareholders of
WEBiX Inc. assumed control of The X-Change Corporation (OTC/BB: XCHC). The
transaction was effected through a merger of WEBiX Inc. into a wholly owned
subsidiary of The X-Change Corporation. In the transaction, the WEBiX
shareholders received 24 million shares of common stock and 4 million shares of
preferred stock (convertible into 40,000,000 shares of common stock). The
principal office of The X-Change Corporation is now located at 36 West 44th
Street New York City, NY, 10036.

WEBiX, under the direction of Company President, K. Richard B. Niehoff,
developed a web-based trading system for OTC/BB stocks. The Alternative Trading
System (ATS) will enable subscribers to display and execute orders in microcap
securities generally known as "OTC/BB stocks." The system will operate over the
internet on a "real-time" basis. Eventually, the ATS intends to file with the
SEC to become a national securities exchange for microcap issuers.

Additional details of the transaction will be available when the Form 8-KSB,
reporting the change of control, is filed with the Securities and Exchange
Commission on or before January 30, 2002. The following persons were appointed
as both Directors and Executive Officers at the closing:

         Donald E. Weeden, Director, is currently Chairman, of Weeden Securities
Corporation, the General Partner of Weeden & Co., L.P., a New York Stock
Exchange member firm, and a member of the National Association of Securities
Dealers.

         K. Richard B. Niehoff, President and Director, is the former President
and COO of the all-electronic Cincinnati Stock Exchange. He was also the
founding executive officer of the Nasdaq Trading Services Division.

         Molly Bayley, Executive Vice President and Director, was formerly Vice
President of NASDAQ Operations for the NASDAQ Stock Market and Director of
Market Surveillance for NASDAQ. She also served as the Executive Director of the
Commodity Futures Trading Commission.

         Eric Nissan, Senior Vice President and Director, has successfully
developed and implemented mission critical applications for top Wall Street
financial corporations and brokerages. Mr. Nissan was formerly a Founding
Partner of WebIAm Inc., and has created many Internet based applications ranging
from complete e-commerce systems to contest engines.

This news release includes forward-looking statements related to The X-Change
Corporation that involve risks and uncertainties, including, but not limited to,
quarterly fluctuations in results, the management of growth, market acceptance
of certain products and other risks. These forward-looking statements are made
in reliance on the "safe-harbor" provisions of the Private Securities Litigation
Reform Act of 1995. For further information about these factors that could
affect The X-Change Corporation future results, see the company's filings with



the Securities and Exchange Commission (the "Commission"). Prospective investors
are cautioned that forward-looking statements are not guarantees of future
performance. Actual results may differ materially from management expectations.

For additional information contact The X-Change Corporation, Susan Lapczynski,
Vice President, 36 W. 44th Street, Suite 1209, New York, NY 10036: Phone
646-728-7023, Fax 646-728-7029.