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BioLogix International, Ltd. Annual General Meeting of Shareholders Friday, December 15, 2000 6:30 p.m. PST 1750 Montgomery Street San Francisco, CA 94111 Dawn of the Age of Empowerment

BIOLOGIX INTERNATIONAL, LTD. 1750 Montgomery Street    San Francisco, CA 94111 (415) 388-1551    Facsimile (415) 388-1591 NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS to be held on December 15, 2000

NOTICE IS HEREBY GIVEN to the Shareholders of BIOLOGIX INTERNATIONAL, LTD. ( the "Company" ) that an Annual Meeting of Shareholders will be held on Friday, December 15, 2000, at 6:30 p.m. PST, at 1750 Montgomery Street, San Francisco, CA 94111. The purpose of the Annual General Meeting will be for final discussion and approval by means of vote and proxy the following items of business: 1.    The proposal by the Board of Directors to approve the settlement between the Company, Thehealthchannel.com, Inc. and Michael Grandon as regards an attempted take-over of the Company from July 23, 1999 to August 31, 2000 by its former Board of Directors and current Board of Directors of Thehealthchannel.com, Inc., the proposed final implementation of the settlement agreement between the parties which was reached on August 31, 2000, approval of the appointment and management authority of Mr. Michael Grandon and a Fiscal Year 2000 Interim Board of Directors up to and through December 15, 2000, and approval of all prior acts of the Interim Board of Directors. See the attached Proxy Statement and Information Circular. 2.    The proposal by the Board of Directors to ratify a Plan of Reorganization and Governance for the Company pursuant to a future business development by implementation of a synergistic portfolio of Internet mergers and acquisitions, a new strategic direction which calls for development of product and brand mix of consumer-oriented value-added Internet applications so as not to rely on a single web site or web product and service, and amendment of Company by-laws to provide for an expanded Board of Directors, appointment of a Board of Trustees, and selection of an Executive Committee to accommodate future corporate growth and expansion. See the attached Proxy Statement and Information Circular. 3.    The election of the Company's Officers and Directors for Fiscal Year 2001, selection of a new Executive Committee, and appointment of a new Board of Trustees pursuant to the Company's amended by-laws. 4.    The proposal by the Board of Directors to ratify the prior asset acquisitions of The MED TEL Corporation, AXESS HEALTH, The VIRTUCARE Corporation, the acquisition of a 40% ownership interest in The MUSIX Corporation, new acquisitions of a 20% ownership interest in The VOTRON Corporation, a 40% ownership interest in AXESS MEDIA, Inc., a 20% ownership interest in the AXESS Insurance Corporation, a 20% ownership in Higher Wealth, LLC, and the merger between AXESS MEDIA GROUP and BioLogix (B.C.), Ltd.; and to approve the stock ownership and asset capitalization specified within the terms of agreement with each Company. See the attached Proxy Statement and Information Circular. 5.    The proposal by the Board of Directors to approve executive compensation and the compensation plan for all Officers, Directors, Executive Committee Members, and Trustees, including all related employment and indemnification agreements. See the attached Proxy Statement and Information Circular. 6.    The proposal by the Board of Director to ratify a Year 2000 Incentive Stock Option Plan, including prior incentive stock option grants and future set asides for Officers, Directors, Executive Committee Members and Trustees as subject to shareholder approvals. See the attached Proxy Statement and Information Circular. 7.    The proposal by the Board of Directors to provide shareholder authority for undertaking an SEC registration of the Company's securities, short-term private placement and secondary market financing, and to undertake a regulatory approved public offering of its securities through one ore more registered broker/dealers and/or on a direct public offering basi in order to finance future growth and business development. to consider and vote upon authorization for the Company's officers and directors to undertake additional financing and registration of the Company's securities. See attached Proxy Statement and Information Circular. 8.    The proposal by the Board of Directors for Company officers to engage legal counsel, accountants, auditors, and a transfer agent from amongst a group of qualified candidate firms and to submit for adoption by the shareholders unaudited and audited consolidated financial statements for the fiscal years ending December 31, 1999 and 2000 at a Special Meeting of shareholders during Fiscal Year 2001 See attached Proxy Statement and Information Circular. NOTICE OF ANNUAL SHAREHOLDERS MEETING    Page 2 December 15, 2000 9.    The proposal by the Board of Directors to hold a Special Meeting of Shareholders on March 31, 2001 in Las Vegas, Nevada pursuant to approval of the Company's Private Placement Memorandum, Pro Forma Form 10-SB Registration Statement, Consolidated Financial Statements, and draft Offering Prospectus; provided that the specific purpose of such meeting shall be to consider and vote upon final authorization for the Company's officers and directors to undertake additional financing and registration of the Company's securities. To approve a Private Placement and/or Secondary Public Offering of the Company's securities on the facilities of the National Association of Securities Dealers ( "NASD" or "NASDAQ" ) as per a Managing Placement Agency Agreement with a qualified broker/deaker, and/or an EPO ( Electronic Public Offering ) of the Company's securities over the Internet, subject to regulatory approvals, pursuant to raising up to $ 5 Million in investment capital for commercialization of the Company's proprietary products. And to consider and vote upon approval for the Company to proceed with a Form 10-SB "General Form for Registration of Securities of Small Business Issuers" in accordance with the attached Amendment to Registration Statement, and pursuant to registration of BioLogix International, Ltd. as a "fully reporting" company in accordance with Sections 12(b) and (g) of the U.S. Securities and Exchange Act of 1934. A copy of a final draft Form 10-SB, including audited financial statements, will be provided to each shareholder upon request prior to the Special Meeting. See attached Proxy Statement and Information Circular. The foregoing items of business are more fully described in the accompanying Proxy Statement. ONLY SHAREHOLDERS OF RECORD AS OF THE CLOSE OF BUSINESS ON DECEMBER 15, 2000 ARE ENTITLED TO NOTICE OF AND VOTE AT THE ANNUAL MEETING OR ADJOURNMENT THEREOF. ** PLEASE SIGN AND RETURN THE ENCLOSED PROXY BEFORE DECEMBER 15, 2000 TO ASSURE THAT YOUR SHARES ARE REPRESENTED AT THE ANNUAL MEETING OF SHAREHOLDERS AND BEFORE MARCH 31, 2001 TO INSURE REPRESENTATION AT THE SPECIAL MEETING OF SHAREHOLDERS ** FAILURE TO VOTE WILL BE CONSIDERED AS CONSENSUAL AFFIRMATION ( YES VOTE ) FOR THE ACTIONS UNDER CONSIDERATION ** DATED at the City of San Francisco,                BY ORDER OF THE INTERIM BOARD OF DIRECTORS State of California, as of the 12th day of November, 2000. San Francisco, California                ____________________________________________ November 12, 2000                                MICHAEL D. GRANDON, Acting Chairman and CEO CERTIFIED BY CORPORATE SEAL                C/S

BIOLOGIX INTERNATIONAL,LTD. 1750 Montgomery Street, San Francisco, CA 94111 (415) 388-1551 Facsimile (415) 388-1591 PROXY STATEMENT AND INFORMATION CIRCULAR GENERAL INFORMATION

THIS PROXY STATEMENT and Information Circular is presented by the acting appointed Interim Board of Directors (the "Interim Board of Directors ) of BIOLOGIX INTERNATIONAL, LTD. ( the "Company" or "BioLogix" ) in connection with its solicitation of Proxies for use at the Fiscal Year 2000 Annual General Meeting of Shareholders ("Annual Meeting") to be held at 1750 Montgomery Street, San Francisco, CA 94111, on Friday, December 15, 2000, at 6:30 p.m. Pacific Standard Time; and at any adjournments thereof. All proxies duly executed and received as of the time of the Annual Meeting will be voted on all matters presented at the Annual Meeting in accordance with the instructions given by such proxies. If the separately enclosed Proxy ( "Proxy" ) is properly executed and returned to the Company in the self-addressed envelope provided ( or by other acceptable means of transmittal, including facsimile ), or if the Proxies are tendered by shareholders themselves at the Meeting, the shares represented will be voted at the Meeting in accordance with the instructions noted thereon. In the absence of specific instructions, or if no direction is made, it will be voted FOR all proposals. Management knows of no other matters to be brought before the Meeting not referred to in this Proxy Statement. If, however, other matters properly come before the Meeting, Proxies will be voted in accordance with the judgement of the person or persons voting such Proxy, unless the Proxy indicates otherwise. Any shareholder executing a Proxy may revoke it at any time before it is voted by submitting a duly executed Proxy bearing a later date, or by attending the Annual Meeting and orally withdrawing the Proxy. The voting securities of the Company consist of one class of common stock, par value $ .01 per share, of which 100,000,000 are authorized and approximately 34,770,934 shares were issued and outstanding at the close of business on December 15, 2000. Options to purchase approximately an additional 2,000,000 shares of common stock were outstanding but not exercised at the close of business on December 15, 2000. On or before December 15, 2000, the corporation had no other class of voting security outstanding. Management and insider shareholdings comprise approximately 24,157,677 or 69.5% of the 34,770,934 total issued and outstanding shares of the Company as of December 15, 2000. Each share issued and outstanding on December 15, 2000 will be entitled to one (1) vote. Shareholders do not have cumulative voting rights. No options may be voted by Proxy until exercised and issued. Included with this Proxy Statement and Information Circular are: "Attachments To Proxy Statement and Information Circular":    a) Public Announcements from November 30, 1996 through November 17, 2000; and b) recent stock charts and performance. In addition to these materials, all shareholders will be entitled to receive on or before a proposed March 31, 2001 Special Meeting of Shareholders: 1) a Pro Forma 10-SB Registration Statement, pending final submission and approval by the SEC under the U.S. Securities and Exchange Act of 1934; 2) Management's Statement of Financial Condition and Results of Operations accompanied by audited or unaudited Consolidated Financial Statements of BioLogix International, Ltd. for the Fiscal Year ending December 31, 2000; and/or 3) audited or unaudited Consolidated Financial Statements for the Fiscal Year ending December 31, 1999. The Board of Directors does not expect that the final audited Consolidated Financial Statements for the Fiscal Year ending December 31, 1999 and 2000 will materially differ from the any unaudited statements which may be provided in advance of the March 31, 2001 meeting.

MATTERS TO BE ACTED UPON

The principal business to be discussed and acted upon at the Annual General Meeting of the Shareholders of BioLogix International, Ltd. regards:    1) the proposal by the Board of Directors to approve the settlement between the Company, Thehealthchannel.com, Inc. and Michael Grandon as regards an attempted take-over of the Company from July 23, 1999 to August 31, 2000 by its former Board of Directors and current Board of Directors of Thehealthchannel.com, Inc., the proposed final implementation of the settlement agreement between the parties which was reached on August 31, 2000, approval of the appointment and management authority of Mr. Michael Grandon and a Fiscal Year 2000 Interim Board of Directors up to and through December 15, 2000, and approval of all prior acts of the Interim Board of Directors;    2) the proposal by the Board of Directors to ratify a Plan of Reorganization and Governance for the Company pursuant to a future business development by implementation of a synergistic portfolio of Internet mergers and acquisitions, a new strategic direction which calls for development of product and brand mix of consumer-oriented value-added Internet applications so as not to rely on a single web site or web product and service, and amendment of Company by-laws to provide for an expanded Board of Directors, appointment of a Board of Trustees, and selection of an Executive Committee to accommodate future corporate growth and expansion;    3) the election of the Company's Officers and Directors for Fiscal Year 2001, selection of a new Executive Committee, and appointment of a new Board of Trustees pursuant to the Company's amended by-laws;    4) the proposal by the Board of Directors to ratify the prior acquisitions of The MED TEL Corporation, AXESS HEALTH, The VIRTUCARE Corporation, the acquisition of an additional interest in The MUSIX Corporation, new acquisitions of The VOTRON Corporation, AXESS MEDIA, Inc., AXESS Insurance Corporation, Higher Wealth, LLC, and the merger between AXESS MEDIA GROUP and BioLogix (B.C.), Ltd.;    5) the proposal by the Board of Directors to approve executive compensation and the compensation plan for all Officers, Directors, Executive Committee Members, and Trustees, including any related employment and indemnification agreements;    6) the proposal by the Board of Director to ratify a Year 2000 Incentive Stock Option Plan, including prior incentive stock option grants and future set asides for Officers, Directors, Executive Committee Members and Trustees as subject to shareholder approvals;    7) the proposal by the Board of Directors to provide shareholder authority for undertaking an SEC registration of the Company's securities, short-term private placement and secondary market financing, and to undertake a regulatory approved public offering of its securities through one ore more registered broker/dealers and/or on a direct public offering basis;    8) the proposal by the Board of Directors for Company officers to engage legal counsel, accountants, auditors, and a transfer agent from amongst a group of qualified candidate firms and to submit for adoption by the shareholders unaudited and audited consolidated financial statements for the fiscal years ending December 31, 1999 and 2000 at a Special Meeting of shareholders during Fiscal Year 2001; and    9) the proposal by the Board of Directors to hold a Special Meeting of Shareholders on March 31, 2001 in Las Vegas, Nevada pursuant to approval of the Company's Private Placement Memorandum, Pro Forma Form 10-SB Registration Statement, Consolidated Financial Statements, and draft Offering Prospectus.

Proposal #1: APPROVAL OF HEALTH CHANNEL SETTLEMENT, MANAGEMENT AUTHORITY AND PRIOR ACTS

Effective August 31, 2000 the Company entered into a Settlement Agreement and Release ("Settlement") with Thehealthchannel.com, Inc. and Mr. Michael Grandon pursuant to resolution of a dispute which, among other things, regarded the on-going management and control of BioLogix International, Ltd. itself.     Under the terms of the Settlement, each member of the out-going Board of Directors agreed to convert 100% of the remaining shares held by him into shares of Thehealthchannel.com, Inc. and to tender their resignations as a member of the BioLogix Board of Directors upon the effective date. The out-going Board members further agreed to elect Mr. Grandon and the Boards of Directors of BioLogix subsidiaries, The MED TEL Corporation, The HEALTH CHANNEL Netcasting Corporation, The VIRTUCARE Corporation , The MUSIX Corporation, and The Cybersound Corporation (collectively referred to as the "Entities") as interim board members for BioLogix ( the "Interim Board" ); pending the election of the new board of Directors at the annual shareholders meeting of BioLogix. Each member further consented to terminate any other agency, employment, consulting or similar relationship between such Member and BioLogix.     Further, BioLogix and THCL, and each Board Member agreed to forbear from taking any action to oppose or obstruct: (1) the calling or scheduling of such Annual BGIX Shareholder Meeting; and/or (2) any proposal to elect or any election of Grandon or any other candidates for Board Members of BioLogix nominated by Grandon or his agents to the Board of Directors at such Annual BGIX Shareholder Meeting. The Settlement also specified that " within three (3) days of the August 31, 2000 Effective Date, Grandon shall dismiss or cause his counsel to dismiss the Cross-Complaint in the BioLogix Action with prejudice;" and that "within three (3) days of the Effective Date, BioLogix shall dismiss or cause its counsel to dismiss without prejudice its complaint against Grandon in the BioLogix Action."     On September 5, 2000, Thehealthchannel.com, Inc. issued a public press announcement "thehealthchannel.com Announces the Settlement of its Lawsuit Against Michael Grandon" in which THCL also confirmed that "beyond what has been expressed in this announcement all other matters regarding the settlement are confidential and cannot disclosed to any third parties other than accountants, lawyers and their agents, unless otherwise by mutual agreement by the principals or if disclosure is required by the court or other government agency". On September 13, 2000 Mr. Grandon provided a stipulated "Order for Dismissal Pursuant to Confidential Settlement Between Parties" to the Honorable Alex Saldamando, Presiding Judge over this matter, at the Superior Court, State of California, County of San Francisco County - Unlimited Civil Jurisdiction, and to counsel for Thehealthchannel.com, Inc., Mr. Lawrence Cron, of HORWITZ & BEAM, Irvine, CA. On November 20, 2000 Thehealthchannel.com, Inc. attached a complete unabridged copy of the Settlement to its Form 10QSB Quarterly filing with the U.S. Securities and Exchange. As of the effective date of the December 15, 2000 Annual Meeting Proxy Statement and Information Circular, neither Mr. Grandon, nor any Interim Board Member, nor the Company itself had made any public statement whatsoever regarding the terms of the Settlement.    As of the effective date of the December 15, 2000 Annual Meeting Proxy Statement no dismissal of this matter with the California Superior Court had been achieved.     Commencing September 1, 2000, Mr. Grandon and other majority-owners-in-interest and controlling shareholders of BioLogix International, Ltd. have undertaken to restore the Company's business development and to expand its enterprise on behalf of themselves and the estimated 220 surviving shareholders. While the matter remains fully unsettled, Company management remains optimistic that resolution will ultimately be achieved. Meanwhile, despite delays encountered in fulfillment of certain of the terms and conditions of the Settlement, the affairs of the Company have been carried forward and the Interim Board of Directors is prepared to proceed with final election of officers and directors and assumption of permanent fiduciary duty to BioLogix International, Ltd.     The Interim Board of Directors (hereinafter to as the "Interim Board of Directors", the "Interim Board, the "Board of Directors" and/or simply the "Board") hereby proposes that, subject to final resolution of the remaining issues of dispute with Thehealthchannel.com, Inc., that the Company adopt the Settlement and move forward with its affairs post haste. The Board of Directors further requests that the Company's shareholders ratify the authority of the Interim Board and any appointments thereto, and Mr. Michael Grandon, as acting President, Chairman and CEO, to act on their behalf as lawful fiduciaries, and to approve all prior acts of Mr. Michael Grandon and each member of the Interim Board in conducting the Company's affairs. THE INTERIM BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE PROPOSAL TO APPROVE THE SETTLEMENT AND RELEASE AGREEMENT BETWEEN THE COMPANY, THEHEALTHCHANNEL.COM, INC. AND MICHAEL GRANDON, INCLUDING THE INSTALLATION AND AUTHORITY OF THE FISCAL YEAR 2000 INTERIM BOARD OF DIRECTORS, AND APPROVAL OF ALL PRIOR ACTS BY THE INTERIM BOARD OF DIRECTORS.

Proposal # 2: RATIFICATION OF A PLAN OF REORGANIZATION AND GOVERNANCE

The Interim Board of Directors and newly elected Board proposes to ratify a Plan of Reorganization and Governance for the Company pursuant to a future business development by implementation of a synergistic portfolio of Internet mergers and acquisitions, a new strategic direction which calls for development of product and brand mix of consumer-oriented value-added Internet applications so as not to rely on a single web site or web product and service, and amendment of Company by-laws to provide for an expanded Board of Directors, appointment of a Board of Trustees, and selection of an Executive Committee to accommodate future corporate growth and expansion. While the details of such Plan of Reorganization shall be further discussed on or before the Company's proposed March 31, 2001 Special Meeting of Shareholders, in general the Plan of Reorganization seeks to provide for: 1) certain corporate restructure to match the potential of its Internet products, markets and technologies; 2) a new strategic direction away from the Company-s historical focus on healthcare and medical technologies to accommodate new for the business development and growth; and 3) amendment of its by-laws to insure long-term survivability in its governance as multi-national multi-asset corporate body.

NEW STRATEGIC DIRECTION

On October 17, 2000 the Company and its Interim Board made its first public announcement since the attempted takeover by Thehealthchannel.com, Inc. from July 23, 1999 to August 31, 2000. Entitled "BioLogix Joins U-Generation of Internet Portals," the press release stated that BGIX was returning to the active public market and was unveiling a completely new Internet business strategy, along with its change in management and leadership. Through proposed mergers and alliances between BioLogix, The MUSIX Corporation, AXESS MEDIA, Inc., and other unannounced venture partners, a new private network was proposed to be formed to focus television-style Internet production and empowerment of individuals on a "consumer to consumer" or "peer to peer" basis. Network programming is proposed which will feature families and children, education, entertainment, travel, personal care, charitable giving and "teledemocracy"; all created around a consistent and repeatable business model accompanied by a firm commitment to individual access and choice; and based on a corporate structure which does not rely on a single ".com" or Internet market for sustainability; but rather on an integrated array of NSP's ("need specific portals"); as vehicles to serve common but individual needs, while providing personal power and privacy within a global community. By combining product brands and market opportunities into what the resulting business aliance terms its "U-Generation" of Internet Portals, the business venture is already prepared to undertake the initial launch of over 12 value-added applications for production and launch on its new IPN ("Independent Private Network").

AMENDED BY-LAWS

Pursuant to the Company's proposed Plan of Reorganization, and in accordance with Delaware Corporation Laws Annotated, the Interim Board of Directors proposes certain amendments to the Company's by-laws to provide for additional security and compliance in its governance; including: a) the formation of Board of Trustees, as provided for under the terms of a Voting Trust Agreement, as an arbiter of the Company's on-going policy, appointments, proxies and fiduciary duty; b) enlargement of the Board of Directors to seven (7) authorized members; and c) creation of an Executive Committee to conduct certain business development and strategic affairs.     Accordingly, the Company shall be governed by a Board of Directors comprised of no more than seven (7) members, no less than four (4) of which shall be nominated and approved by the Company's Board of Trustees and no more then three (3) of which shall be nominated by the Company's Executive Committee and approved by the Board of Trustees. All directors must be approved by the Board of Trustees and a simple majority of shareholder proxies tendered at any Annual or Special Meeting of shareholders of the Company before taking office for a term of one (1) year; subject to nomination and election for each fiscal or calendar year of service. All officers must be approved by the Board of Trustees and a simple majority of shareholder proxies tendered at any Annual or Special Meeting of shareholders of the Company before taking office for a term of one (1) year; subject to nomination and election for each fiscal or calendar year of service. Trustees and voting trustees shall be appointed and approved by the shareholders at the Fiscal Year 2000 Annual Meeting as specified herein below; and the voting rights granted shall be irrevocable.     The Board of Trustees shall be formed upon shareholder approval of the Plan of Reorganization and amendment of the Company's by-laws; effective December 15, 2000. Members of the Board of Trustees shall serve in a non-fiduciary and non-compensatory capacity on an in-perpetuity basis until or unless the Company is dissolved or ceases to exist as an on-going business enterprise; after which irrespective of the Company's solvency, the Voting Trust shall continue to endure. Only members of the Voting Trust may select new or remove any member of the Board of Trustees; subject to a Voting Trust Agreement between members. The Board of Trustees shall maintain at least a one (1) director majority on the Company's Board of Directors by the appointment and election of its nominees at any special or annual meeting of the Company's shareholders at all times; regardless of the number of directors serving at any given time; subject to the Voting Trust Agreement and State of Delaware corporation laws.     Delaware Corporation Laws Annotated, Title 8, Subchapter VII, Section 218 provides for the formation of Voting Trusts and related voting agreements, and states: "One stockholder or 2 or more stockholders may by agreement in writing deposit capital stock of an original issue with or transfer capital stock to any person or persons, or corporation or corporations authorized to act as trustee, for the purposes of vesting in such person or persons, corporation or corporations, who may be designated voting trustee, or voting trustees, the right to vote thereon for any period of time determined by such agreement, upon the terms and conditions stated in such agreement." Delaware law further holds that the criteria for a voting trust are as follows: 1) the voting rights of the stock of a corporation are separated from the other attributes of ownership; 2) the voting rights granted are intended to be irrevocable for a definite period of time; and 3) the principal purpose of the grant of voting rights is to acquire voting control over the corporation. A voting trust as commonly understood is a device whereby 2 or more persons owning stock with voting powers, divorce the voting rights thereof from the ownership, retaining to all intents and purposes the latter in themselves and transferring the former to trustees in whom the voting rights of all the depositors in the trust are pooled. Under a voting trust agreement, the voting power of the stock is separated from the beneficial interest, the trustee or trustees holding such legal title as is necessary to separate the interest. A stockholder who deposits his stock in a voting trust parts with his voting right but retains beneficial ownership of the stock; neither the depositor nor the trustee is a stockholder for all other purposes. The voting trustee or trustees may vote the stock so issued or transferred to the voting trust in accordance with a Voting Trust Agreement between the depositor and the trustee. See "Voting Trust and Voting Trust Agreement" in the Company's Fiscal Year 2001 Private Placement Memorandum and Offering Prospectus.     The Executive Committee shall not be limited in size and shall grow with the Company's business development. The Executive Committee is formed to conduct non-fiduciary business and strategic affairs for the Company and its affiliates and is comprised of members of both the Company's Board of Directors and key executives from the Company's subsidiaries, affiliates, strategic partners and other material firms or companies. The Executive Committee may also form sub-committees around specific industries, markets, skills and capabilities in order to be more effective in its operation. All acts of the Executive Committee which have import as to the fiduciary affairs of the Company, including, but not limited to effect on its business plans and strategy, sources of financing and investment, its shareholders, the use of its name, and allocation or use of its financial resources and facilities, staff and personnel, etc., must be approved by the Company's Board of Directors. Certain members of the Executive Committee may be appointed to the Board of Directors from time to time, or as officers of the Company; subject to Board of Trustees and shareholder approval. Certain members of the Executive Committee may be entitled from time to time to receive compensation in the form of cash, cash consideration, stock, stock options, and other consideration for fees, services and/or expenses incurred on behalf of the Company; also which must approved by the Company's Board of Directors and which may be subject to shareholder approval. THE INTERIM BOARD RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE PROPOSAL TO RATIFY AND APPROVE THE COMPANY'S PROPOSED PLAN OF REORGANIZATION, INCLUDING THE CORPORATE RESTRUCTURING, THE COMPANY'S NEW STRATEGIC DIRECTION AND AMENDMENT OF ITS BY-LAWS FOR FUTURE GOVERNANCE.

Proposal #3: ELECTIONS AND APPOINTMENTS

Pursuant to the Company's amended by-laws, as provided herein above under the proposed Plan of Reorganization, and in accordance with Delaware Corporation Laws Annotated, the following officers and directors, Executive Committee members, and Board of Trustees are proposed for election and appointment; respectively.

ELECTION OF DIRECTORS AND OFFICERS

For the calendar year ending December 31, 2000 and fiscal year ending December 31, 2001, the Board of Directors and officers of the Company were and are hereby nominated for election by the shareholders and majority-owners-in-interest of the Company as follows:

Mr. Michael D. Grandon    President, Chairman and CEO Mr. Alec W. Grandon    Secretary and Director Mr. Patrick Pittman    Director and Chief Technical Officer

DIRECTORS AND OFFICERS

Further information as to the officers and directors of the Company is as follows. Name Age Office Michael D. Grandon, MBA, MPA 48 President, Chairman and CEO Alec W. Grandon, B.S. 39 Secretary and Director Patrick Pittman, B.S., M.S 48 Director and CTO MICHAEL D. GRANDON, PRESIDENT, CHAIRMAN AND CHIEF EXECUTIVE OFFICER.      Mr. Michael Grandon is considered to have an ideal academic and professional background to lead a modern day maturing Internet company. His experience is a combination of all the skills and skill sets necessary to sustainable success in the emerging Internet industry; including: high technology marketing and management; network-driven application development; public company stewardship; start-up management and entrepreneurial execution; product/service invention, creation, and productization; multi-industry management consulting and problem-solving;, a wide range of legal and regulatory affairs expertise; extensive expertise and knowledge of corporate structuring, strategic positioning, and market-driven customer satisfaction; public speaking and lecturing investor, broker/dealer, and investment banking relationships; risk venture capital; and creative financing. He considers his greatest weakness in operations and his greatest strengths in creating a vision and communicating the vision.      Mr. Grandon has over a 20 year professional track record in the telecommunications and network services industry; which is known today as the "Internet". As early as 1979 he was a product manager and marketing manager for a network services company which during his tenure developed and rolled out nearly 50 value-added network applications, products and services. Since, 1983, he was founder, President and CEO of BioLogix, Inc., the California predecessor to BioLogix International, Ltd. In 1986 he took BioLogix public on the Vancouver Stock Exchange as the company traded as BioLogix (B.C.), Ltd. (Trading Symbol: BGX). In 1992, he took the company public again in the U.S. by means of a reverse merger with a Utah publicly-traded company and redomiciled the Company's operations in Delaware and California. Since then, he has weathered the storm and has been the driving entrepreneurial force behind everything that the Company has done. His strategic plan of 1995 as amended still serves as a guiding light to the Company's future. He was directly responsible for BioLogix dramatic shift from medical diagnostic and therapeutic technologies in 1996 to the Internet world and where it is headed today.      Mr. Grandon is today the driving entrepreneural leader, President and founder of a number of innovative leading edge Internet companies; including: Chairman and CEO of BioLogix International, Ltd., co-founder, and President of BioLogix Development Corporation ( formerly known as BioLogix, Inc. ); President and founder of the MED TEL Corporation/ The HEALTH CHANNEL Netcasting Corporation, creator of "thehealthchannel.com"; President and founder of The VIRTUCARE Corporation/ The VOTRON Corporation; AXESS MEDIA, Inc.; The AXESS MEDIA GROUP, Ltd.; The MUSIX Corporation; and HIGHER WEALTH, LLD; and The CYBERNET CAPITAL Corporation. Mr. Grandon is co-founder of BioLogix, Inc. original developer, co-inventor and patent-holder of several of BioLogix leading medical diagnostic device technologies used to launch the company. Since 1984 he has headed the Company's product development teams. Mr. Grandon is President and Chairman of BioLogix ( B.C.) Ltd.,formerly a British Columbia corporation, which acquired a 51% interest in BioLogix, Inc. in 1986, until 1990 was publicly traded on the Vancouver Stock Exchange, and operated privately until acquisition of its medical technology assets by BioLogix International on April 20, 1993. Today BioLogix (B.C.), Ltd. operates as a closely held Nevada corporation focusing on Internet investments as dba, AXESS Ventures. Mr. Grandon's past experience includes marketing and sales management, mortgage banking, hospital administration, industrial and government consulting, venture financing, and product management. He served as corporate marketing and product manager for the $ 600 Million Tymshare, Inc. of Cupertino, California, until its acquisition by McDonnell Douglass in 1983, and was responsible for new product development and acquisitions. 'Tymshare was one of the real "forefathers" of the Internet industry. The company was headed by a former executive of GTE and was the investment banking firm of Hambrecht & Quist's first telecommunications investment. Tymshare was the first company in the world to develop network data transmission and switching technology, undertake city to city satellite data communications, to develop ATM's, and the Apollo and Sabre travel systems ( still used today by leading air carriers ), and had one of the world's leading private data networks ("Tymnet") with three data centers and over 400 nodes for access by anyone worldwide using a standard acoustic coupler. He was administrator for the 450-bed Menorah Medical Center in Kansas City, Missouri before moving to California in 1980, a Presidential fellow in healthcare administration, and holder a several professional honors in the health management industry. He was honored as a 1995 International Who's Who of management professionals. Mr. Grandon holds a BA and MPA degree in health administration from the University of Missouri, is a former doctoral candidate in Public Administration and Health Services Administration at the University of Southern California , holds a Presidential MBA from Pepperdine University, and studied law at DePaul University and McGeorge School of Law. ALEC WAYNE GRANDON, B.S. DIRECTOR AND SECRETARY.      In addition to his close and trusted association with the Company's President, Mr. Grandon's skills in operation management, risk assessment, and customer-orientation makes him particularily suited to assist the company in the conduct of its day to day operations, regulatory compliance, maintenance of customer focus, hands-on management, staffing ramp-up and team building. Alec is a 17-year veteran of corporate management, assisting organizations as diverse as the Albuquerque Publishing Company, Agency Rent-a-Car, and State Farm insurance companies with line and mid-level management duties and responsibilities. He is widely known form his intense customer service focus and outstanding employee / customer empowerment skills.      Mr. Grandon holds two undergraduate degrees from the University of Kansas; a Bachelor of Arts in Personnel Administration, and a Bachelor of Arts in Sociology. His graduate professional studies in the insurance industry include: Charters Property Casualty Underwriter (CPCU), Casualty Claims Law Specialist (CCLS), Chartered Life Underwriter ( CLU), and Fraud Claims Law Specialist (FCLS).      Mr. Grandon is the founder and currently President and CEO of AXESS Insurance Corporation which is an Internet developer and producer of the "paperless insurance company" with emphasis on customer service, privacy and security. He is also the sole proprietor of AWG & Associates, a personnel and operations consulting firm. Alec is an Ordained Minister and has been awarded an honorary Doctor of Divinity (DD) degree. On a more personal note he is certified as a Fitness Specialist, Specialist in Performance Nutrition (SPN) and Youth Fitness Trainer (YFT). He has earned Presidential Fitness Awards in bicycling, weightlifting and marathon running. He continues to take a limited number of clients as a personal trainer and is founder of Papa Power, Inc., a corporation which focuses on nutrition and training for the teenage 14-21 year old age group. Alec makes his home in Las Vegas, Nevada, and is a proud father of a 14 year-old son, David; in whose life he is very involved; particularly as relates to physical fitness training, football, and other athletic endeavors. Mr Grandon is a charter member of the XFL's Las Vegas Outlaws and a team reporter for the fan site of the Las Vegas franchise. PATRICK PITTMAN, B.S., M.S. DIRECTOR AND CHIEF TECHNICAL OFFICER.      Mr. Pittman's background in entrepreneurial management, structural engineering and computer science makes him particularly well suited for managing the Company's diverse array of value-added Internet applications and development projects through an equally diverse and decentralized portfolio of third-party contractors, consultants and other web-design and development firms. Patrick will work closely with the Executive Committee members to set project priorities, budgets, milestones and deliverables, and insure that the Company's wide range of development and production undertakings achieve their objectives on time and on budget.      From 1972 to 1978 Mr. Pittman was Manager of Research and Development for Guaranteed Products, Inc., a firm specializing in custom aluminum construction materials for the Window Wall industry. Moved to Sacramento, California in 1975 to head the aluminum design and manufacturing department for Yancey Company, a manufacturer of aluminum products for the residential and light commercial construction industry. At both venues, developed new manufacturing methods and systems to improve productivity and profitability.      From 1978 to 1983 he was a principal with Diamond International Lumber in Placerville, California, Reno, Nevada, and South Lake Tahoe, California. Worked closely with local building officials to introduce new materials and design concepts such as lightweight concrete roofing tiles, engineered wood and plywood beams, and urethane foam insulation. In 1979 became manager of the Reno and South Lake Tahoe operations and was instrumental in developing new methods that combined inventory control with purchasing systems to maintain fresh and effective inventory levels.      Patrick Relocated to Northern Arizona in 1983 to start a contractor oriented lumber yard in Kingman, Arizona. Expanded to second location in 1984. Developed one of the first PC based applications used to create materials lists and cost estimates in the residential construction industry. Sold lumber business in 1991 to start Computer Data Consultants, now known as The Vegas Idea, Inc. He had an exclusive contract with the True Value Hardware Distribution Center in Kingman, Arizona.      Mr. Pittman has managed the conception, specification, design and development, beta test, and the market roll-out of several management information applications, including a unique employee attendance tracking and payroll system, a PC based inventory management program, and a program to schedule, track, and maintain a fleet of 32 tractors and 45 trailers. As part of his duties, he maintained a network of 25 personal computers, an IBM S/360 mainframe computer and an AS400 mid-range system. Successfully migrated to the RISC/6000 computer platform in 1996 as well as developed a unique inventory control and management system that by 1999 was installed in seven of True Value's seventeen distribution centers across the country.      Patrick is founder and President of The Vegas Idea, Inc., a computer information system design firm. The Vegas Idea creates custom business and data applications as well as custom designed web based applications to cross retail business into on-line web interactive e-commerce success. The firm's current clients include: Judith August Cosmetics, Inc, Earthfirst Naturals, Inc and Toni Rieser Fashions. Consultant to Camelback Hydration Systems. Camelback Hydration Sdfsystems manufactures personal hydration systems for the sports industry and the United States Military. Guided Earthlink through the installation of several peripheral applications to further their abilities as one of the nations largest Internet Service Providers.      Mr. Pittman is a graduate of California State University at Fullerton with a BS degree in Structural Engineering; where he also minored in 19th & 20th Century English Literature, in 1986. He subsequently earned a MS degree in Computer Science from Arizona State University and graduated in the top 5% of his class. Nominated by college faculty to the Who's Who of Students in American Colleges and a member of the Phi Theta Kappa fraternity.      Patrick is proficient in eleven computer programming languages, four operating system platforms, and all current versions of computer networking and communications. Programming includes Visual Basic 4, 5, & 6, C/C++, MS Access, dBase III+, dBase IV, Clipper, Quicksilver, HTML 4.0, Perl, CGI scripting, JavaScript, and XML. Operating systems include DOS (all versions), Windows, and UNIX/AIX. Linux. Patrick makes his home in Las Vegas and maintains an active life style with particularly avid interests in travel, running, golf and involvement in local Las Vegas society.

SELECTION OF EXECUTIVE COMMITTEE MEMBERS

Pursuant to appointment by the Board of Directors for the calendar year ending December 31, 2000 and fiscal year ending December 31, 2001, the Executive Committee of the Company are hereby proposed as follows:

Mr. Michael D. Grandon President AXESS MEDIA, VOTRON Mr. Alec W. Grandon President AXESS Insurance Corporation Mr. Patrick Pittman President The VEGAS IDEA, Inc. Mr. Allan Marshall President The MUSIX Corporation Mr. Narada Michael Walden President TARPAN STUDIOS, Inc. Mr. Leslie Shill President CYBERSOUND Corporation Mr. Justin Cuccia President UP-SMART.com, Inc. Mr. Jamie Tafoya President RUSH 2 MARKET, Inc. Mr. Eric Stone President ALPHABIT MEDIA, Inc. Mr. Ronald L. Pfleger President AXESS Travel Corporation Mr. Jeffrey N. Hardy President ALIVELABEL, Inc. Ms. Diana Bertucci Director The MUSIX Corporation Mr. Drew Browne Producer The MUSIX Corporation Mr. Blake Hermann Producer The MUSIX Corporation

See Fiscal Year 2000 Private Placement Memorandum and Offering Prospectus for more information on these individuals.

APPOINTMENT OF BOARD OF TRUSTEES PURSUANT TO AMENDED BY-LAWS

Pursuant to the Company's amended by-laws, as provided herein above under the proposed Plan of Reorganization, and in accordance with Title 8, Subchapter VII, Section 218 of the Delaware Corporation Laws Annotated, the Board of Trustees for the Company is hereby proposed for appointment by the Company's majority shareholders and owners-in-interest on an in-perpetuity basis as follows:

Mr. Michael D. Grandon Voting Trust Majority Shareholder Voting Trustee Mr. Alec W. Grandon Insurance Executive / Director Member Mr. Paul D. Grandon Systems Engineer / Consultant Member Ms. Janet Newport Human Resources Manager Member Ms. Rachel Grandon Voting Trust Minority Shareholder Member

See Fiscal Year 2000 Private Placement Memorandum and Offering Prospectus for more information on these individuals.

ADVISORY BOARD

The Company has historically supplemented its management team with experienced medical practitioners and business executives to assist in developing and executing its operating plans. Advisory Boards serve the Company on a non-fiduciary basis. THE INTERIM BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE PROPOSAL TO APPROVE ALL ELECTION OF THE COMPANY'S OFFICERS AND DIRECTORS FOR FISCAL YEAR 2001, THE APPOINTMENT OF THE BOARD OF TRUSTEES PURSUANT TO THE COMPANY'S AMENDED BY-LAWS, SELECTION OF THE EXECUTIVE COMMITTEE, ALL PRIOR ACTS OF OFFICERS AND DIRECTORS, AND TO PROVIDE PROPER AUTHORITY TO PROCEED IN THEIR RESPECTIVE SAME CAPACITIES FOR THE FISCAL AND CALENDAR YEAR 2001.

Proposal #4: RATIFICATION OF MERGERS AND ACQUISITIONS

Pursuant to the Company's August, 1995 Strategic Plan, as previously approved and amended by management, shareholders, and the Board of Directors, the Company has undertaken a series of Internet-related acquisitions, licenses, and purchases. This strategic method has served to diversify the company's business operations, mitigate the risk to its investors, broaden the Company's product-line portfolio, brand name recognition and service mix, build asset value, change strategic direction, and increase the potential for investment interest. The Company plans to intensify this activity under its proposed Plan of Reorganization. The Interim Board proposes that the shareholders ratify all mergers and acquisitions undertaken and contemplated up to and through December 15, 2000.

The MED TEL Corporation, AXESS HEALTH, and The VIRTUCARE Corporation

On February 25, 1997 the Company entered into an Acquisition Agreement to purchase a 100% ownership interest in the assets of The MED TEL Corporation, a privately held State of Delaware corporation, developer of a physician network and producer of healthcare information content for distribution vis-à-vis the Internet for 1,200,000 shares of common stock with a market value at that time of approximately $ 372,000. One of the more significant assets of that company was thehealthchannel.com . On June 10, 1998, the Company entered into an Acquisition Agreement to purchase 80% of the assets of The HEALTH CHANNEL Netcasting Corporation ( now known as AXESS HEALTH ), a privately-held State of Delaware corporation and webcaster of healthcare information for Internet distribution for 3,000,000 shares of common stock with a market value at that time of approximately $ 900,000. On December 30, 1998 the Company entered into an Acquisition Agreement to purchase 80% of the assets of The VIRTUCARE Corporation, a privately-held State of Delaware corporation and developer of virtucare.com for medical provider / patient direct audio and video streaming for 1,500,000 shares of common stock with a market value at that time of approximately $ 375,000. The MED TEL acquisition was approved by the shareholders at a Special Meeting of Shareholders on September 29, 1997. The HEALTH CHANNEL acquisition was approved by the Board of Directors on June 8, 1998. And VIRTUCARE was approved by the Board of Directors on December 1, 1998. On March 2, 1999, by unanimous Special Consent Resolutions of the Board of Directors 3,500,000 of the total restricted shares issued to these companies were pledges by each respectively to be held in trust by BioLogix for purposes of assisting with capital formation, financing and registration of the Company's securities. By same consent resolutions, Mr. Michael Grandon was authorized to open brokerage accounts with the firm of Morgan Stanley Dean Witter to place these assets in trust and provide an audit trail of their asset value. By April, 1999, the market valuation of the Company's Internet healthcare assets approached nearly $ 100 Million; including other acquired properties. All 5,700,000 shares issued to these companies remains on account and the majority-owners-in-interest of these shares has proposed to continue to pledge at least 3,500,000 of these shares as capital assets to the Company during Fiscal Year 2001. All companies were domiciled under new charters as close corporations in the State of Nevada on December 8, 2000.

The MUSIX Corporation

On March 3, 1997 the Company entered into a License and Purchase Agreement to purchase a 20% ownership interest in the assets of The MUSIX Corporation, a State of Delaware corporation and producer of music compilation, mixes, sampler, and other music-related programming content for webcasting on the Internet for an amended total of 600,000 shares with a market value of approximately $ 186,000 at that time. MUSIX also holds an extensive domain estate and a series of "channels" which focuses not only on music and entertainment markets, but also education, health, art, children's programming, business and politics (e.g., themusicchannel.net, theeducationchannel.com, the childrenschannel.com, theartchannel.net, healthbroadcasting.com, ) among others. MUSIX is expected to divest many of its non-entertainment properties to The AXESS MEDIA Group, Ltd., as a strategic partner, within the 2001 fiscal year. As part of the consideration for the License and Purchase Agreement, MUSIX issued to BioLogix 1,000,000 shares and on September 8, 1998 the Company announced that these shares would be distributed to the BioLogix shareholders as a declared dividend. On August 25, 1998 the Company entered into a Reorganization Agreement with The IQ NOW Corporation, a New Mexico corporation to sell MUSIX. And on October 2, 1998, a Spin-Off Agreement was entered into between MUSIX and the Company which provided for MUSIX to exercise it spin-off rights as a separate public company. Following the conversion of over 90% of the BioLogix shares to Thehealthchannel.com, Inc. (THCH, formerly THCL) on or about November 30, 1999, and the subsequent dispute and settlement between Mr. Grandon and THCL, these share shall be distributed to the shareholders of THCH; subject to their distribution by the appropriate transfer agent and regulatory authority. On December 7, 2000, MUSIX was domiciled under a new corporate charter in the State of Nevada with an authorized capital structure of 100,000,000 shares. MUSIX currently as 5,000,000 issued and outstanding common shares. As effective December 15, 2000, the Interim Board proposes to exercise the Company's option under the original agreement with MUSIX, and by mutual consent of the parties, to acquire an additional 20% ownership interest, for a total 40% ownership interest in MUSIX for one million (1,000,000) newly issued common shares. See Securities Ownership and Principal Shareholders.

The VOTRON Corporation

As effective December 15, 2000, the Interim Board of Directors proposes to ratify a Purchase Agreement to acquire at least a 20% ownership interest in the assets of The VOTRON Corporation, a State of Nevada privately-held open corporation and producer of Internet-based election systems for conducting on-line voting, referendums and polling, in exchange for 1,500,000 shares of its common stock at a current market value of approximately $ 180,000. See Securities Ownership and Principal Shareholders. The agreement also provides for the option by the Company to purchase up to a 40% interest in VOTRON and a significant share of revenues without the necessity of making a firm funding commitment. The Company's strategic partnership with VOTRON, as well as VOTRON's business strategy and affairs remains as yet highly confidential. The deal is subject to shareholder approval and further details will be made available before the proposed March 31, 2001 Special Meeting of Shareholders. The Company has made 2 announcements about this matter during the contested 2000 Presidential Elections.      Among VOTRON's Internet assets are the domains of homeballotbox.com and voter.net. VOTRON seeks to commence pilot test, market launch and distribution of its election systems on or before the 2002 mid-term elections. Current market conditions and research indicate an extremely high potential for on-line "teledemocracy" products and services which VOTRON proposes to offer to a large number of political jurisdictions both domestically and abroad. More announcements are expected.

AXESS MEDIA, Inc.

As effective December 15, 2000, the Interim Board of Directors proposes to ratify a Purchase Agreement to acquire a 40% ownership interest in the assets of AXESS MEDIA, Inc, a privately-held State of Delaware close corporation and producer of Internet-based television style programming through its private network, The AXESS Network, in exchange for 1,500,000 shares of common stock at a current market value of approximately $ 180,000. See Securities Ownership and Principal Shareholders. The agreement also provides for the option by the Company to purchase up to a 50% interest in AXESS MEDIA and a significant share of revenues without the necessity of making a firm funding commitment. An ownership interest in AXESS MEDIA, Inc. is also held by The AXESS MEDIA Group, Ltd., one of the Company's other proposed strategic partners. The Company's strategic partnership with AXESS MEDIA, as well as AXESS MEDIA's business strategy and affairs remains as yet highly confidential. The deal is subject to shareholder approval and further details will be made available before the proposed March 31, 2001 Special Meeting of Shareholders. The Company expects to make further announcements following the Annual Meeting.      Among AXESS MEDIA's Internet assets is axessmedia.com and axessTV.com. AXESS MEDIA expects to launch a number of family-oriented programs and channels on axessTV during the 2001 and 2002 fiscal years. Current market conditions and research indicate an extremely high potential for on-line products and services which AXESS MEDIA proposes to offer to both consumers and producers within an innovative consumer to consumer ("C to C") and peer to peer video and audio streaming Internet environment.

AXESS INSURANCE Corporation

As effective December 15, 2000, the Interim Board of Directors proposes to ratify a Purchase Agreement to acquire at least a 20% ownership interest in the assets of Corporation, a State of Delaware close corporation and developer of an Internet-based paperless insurance company, in exchange for 350,000 shares of common stock at a current market value of approximately $ 42,000. The agreement also provides for the option by the Company to purchase up to a 40% interest in AXESS Insurance and a share of revenues for an additional funding commitment. The Company's strategic partnership with AXESS Insurance, as well as AXESS Insurance's business strategy and affairs remains as yet highly confidential. Among AIC's assets is axessinsurance.com. The deal is subject to shareholder approval and further details will be made available before the proposed March 31, 2001 Special Meeting of Shareholders.      Current market conditions and research indicate a very high potential for on-line products and services which AXESS Insurance proposes to offer within the insurance industry. More announcements are expected.

HIGHER WEALTH, LLC

As effective December 15, 2000, the Interim Board proposes to ratify a Purchase Agreement to acquire at least a 20% ownership interest in the assets of HIGHER WEALTH, LLC, a State of Nevada limited liability corporation and producer of Internet-based charitable giving products and services, in exchange for 200,000 shares of common stock at a current market value of approximately $ 24,000. The agreement also provides for the option by the Company to purchase up to a 40% interest in HIGHER WEALTH and a significant share of revenues in exchange for additional funding. The Company's strategic partnership with HIGHER WEALTH, as well as HIGHER WEALTH's business strategy and affairs remains as yet highly confidential. The deal is subject to shareholder approval and further details will be made available before the proposed March 31, 2001 Special Meeting of Shareholders.      Among HIGHER WEALTH's Internet assets is higherwealth.com and the "myfoundation" business model. HIGHER WEALTH seeks to enter a unique market niche for personal and institutional charitable giving. Current market conditions and research suggest there is indeed a rather undeveloped market niche for such on-line products and services. The Company expects to enter the market slowly to ascertain actual need and revenue potential. More announcements are expected.

The AXESS MEDIA GROUP, Ltd. and BIOLOGIX (B.C.), Ltd. ("AXESS Ventures")

As effective December 15, 2000, the Interim Board of Directors proposes to ratify the merger of The AXESS MEDIA Group, Ltd. , a State of Nevada privately-held open corporation and BioLogix (B.C.), Ltd., the Company's Canadian predecessor, which was dissolved as a British Columbia corporation, and domiciled in Nevada as a close corporation doing business as AXESS Ventures. Over an estimated 95% of all prior BioLogix (B.C.), Ltd. shareholders have been converted or transferred into the shares of BioLogix International, Ltd. and into the shares of Thehealthchannel.com, Inc. by each Company's respective transfer agents. The number of remaining BioLogix (B.C.), Ltd. shareholders is not fully known and a call for registration of all such shareholders is expected as a precursor to its proposed merger with The AXESS MEDIA Group, Ltd. Due to the large number of shares held and set aside for BioLogix (B.C.), Ltd. under the Company's prior April 29, 1992 Acquisition Agreement and Plan of Reorganization, BioLogix International, Ltd. shareholder approval is advised before any merger can take place. Continental Stock Transfer & Trust reports 7,226,450 are currently held by BioLogix (B.C.), Ltd. The proposed merger with The AXESS MEDIA Group, Ltd. may provide for an expedited registered offering and sale of its securities.; resulting in the formation of The AXESS MEDIA Group, Ltd. as the Company's financing arm. The AXESS MEDIA Group, Ltd. currently has 100,000,000 authorized shares and 2,000,000 issued and outstanding. Under the proposed merger, The AXESS MEDIA Group, Ltd. would undertake to either: a) enter into a subsequent merger with BioLogix International, Ltd, resulting potentially in a name and trading symbol change for the Company ( e.g., "The AXESS MEDIA Group, Ltd." or simply "AXESS MEDIA" and a trading symbol of "AXMG" , "AMGP", etc. ) as a then consolidated surviving entity; or b) enter into a merger acquisition arrangement with a third-party 34 Act fully reporting "shell" company pursuant to a subsequent merger with BioLogix under a registered offering. Any merger with BioLogix International will be subject to shareholder approval. Further details about any proposed merger with BioLogix will be provided before the March 31, 2001 Special Meeting. THE BOARD RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE PROPOSAL TO RATIFY THE ALL MERGERS AND ACQUISITIONS SET FORTH IN THIS PROXY STATEMENT AND TO APPROVE THE STOCK OWNERSHIP AND ASSET CAPITALIZATION SPECIFIED WITHIN THE TERMS OF AGREEMENT FOR EACH COMPANY.

SECURITY OWNERSHIP AND PRINCIPAL SHAREHOLDERS

The following table sets forth information relating to the beneficial ownership of Company common stock by those persons beneficially holding more than 5% of the Company's common stock ("control persons"), by the Company's directors and executive officers, by predecessor and subsidiary companies, and by all of the Company's directors and executive officers as a group as of December 15, 2000. The Company has only one class of common stock and there are no preferred stock holdings.      The security ownership of certain beneficial owners and management below represents an amount and percentage of the approximately 34,770,934 outstanding shares of the Company as of December 15, 2000. The security ownership reported does not include options or warrants held by any officers, directors, control persons, and/or third parties which have not been exercised their options on or before the close of business September 30, 1997. Individuals or entities who have not exercised such options cannot vote their shares and such holdings are not considered as issued and outstanding until such time as they have been issued. See Incentive Stock Option Plan. The table does not reflect the proprietary ownership of Mr. Michael Grandon as relates to certain of the companies listed. Mr. Grandon is a principal shareholder and control person of BioLogix (B.C.), Ltd., The MED TEL Corporation, AXESS Health, The VIRTUCARE Corporation, The MUSIX Corporation, AXESS MEDIA, Inc., The VOTRON Corporation, and Higher Wealth, LLC. The security ownership of each of these companies has received prior Board of Directors and shareholder approvals, was acknowledged by the August 31, 2000 Settlement Agreement and Release between Mr. Grandon and Thehealthchannel.com, Inc., is supported by bona-fide brokerage account statements for each company pursuant to March 2, 1999 Consent Resolutions by the BioLogix International, Ltd. Board of Directors, and is included in the Company's calculation of shares held by these firms.      The estimated 10,363,257 shares held by "all other shareholders" as noted below is derived from a shareholder list provided to the Company by Continental Stock Transfer and Trust Company, of New York, BioLogix former transfer agent, as of September 21, 2000. The Company cannot warrant that this list is accurate; such that the actual holdings of these other non-controlling shareholders may vary. Following the Annual Meeting, and prior to the selection of a new transfer agent for the Company's securities, the Company plans to call for a registration of all shareholders for accuracy of reporting and audit purposes. One million (1,000,000) shares which was purported to be held by the Company's former legal counsel, Horwitz & Beam, is not included in the Company's calculation of its currently issued and outstanding shares; as no known authority was provided for the issuance of such shares. Pursuant to the August 31, 1999 Settlement Agreement and Release, the remaining BioLogix International, Ltd. shareholdings of all former officers and directors of BioLogix International, Ltd., including Dr. Bodai, Dr. Berg, Mr. Don Shea, Mr. Tom Lonergan, and Dr. Joe Song were to have been converted into the shares of Thehealthchannel.com, Inc. on or before their resignations from the Company's Board of Directors effective August 31, 2000; which should result in a downward adjustment of the total shares held by these individuals as well as "all other shareholders" as reported by an amended Continental Stock Transfer & Trust Company list.

Title of Class Names and Address of Beneficial Owner Amount and Nature of Ownership Percent of Stock Before Offering Beneficially Owned After Offering Subsidiaries, Affiliates and Strategic Partners (1) Common Shares BIOLOGIX ( B.C.) LTD. ( "dba AXESS Ventures" ) 3960 Howard Hughes Pkwy Las Vegas, Nevada 89119 7,226,450 Predecessor Company / Equity Partner 20.7% N/A Common Shares The MED TEL Corporation 3960 Howard Hughes Pkwy Las Vegas, Nevada 89119 1,200,000 Subsidiary 100% Owned 3.4 N/A Common Shares The HEALTH CHANNEL ( "dba AXESS HEALTH ) 3960 Howard Hughes Pkwy Las Vegas, Nevada 89119 3,000,000 Subsidiary 80% Owned 8.6 N/A Common Shares The VIRTUCARE Corporation 3960 Howard Hughes Pkwy Las Vegas, Nevada 89119 1,500,000 Subsidiary 80% Owned 4.3 N/A Common Shares The MUSIX Corporation 3960 Howard Hughes Pkwy Las Vegas, Nevada 89119 1,600,000 Subsidiary 40% Owned 4.6 N/A Common Shares AXESS MEDIA, Inc. 3960 Howard Hughes Pkwy Las Vegas, Nevada 89119 1,500,000 Subsidiary 40% Owned 4.3 N/A Common Shares The VOTRON Corporation 3960 Howard Hughes Pkwy Las Vegas, Nevada 89119 1,500,000 Subsidiary 20% Owned 4.3 N/A Common Shares AXESS Insurance Corporation 3960 Howard Hughes Pkwy Las Vegas, Nevada 89119 350,000 Subsidiary 20% Owned 1.0 N/A Common Shares CYBERSOUND Corporation #7 Villa Joaquin #7 Monterey, CA 93940 225,000 Subsidiary 20% Owned .6 N/A Common Shares HIGHER WEALTH, LLC 3960 Howard Hughes Pkwy Las Vegas, Nevada 89119 200,000 Subsidiary 20% Owned .6 N/A Sub-Total 18,301,450 52.6% Officers, Directors, and Executive Committee Members (2) Common Shares Michael D. Grandon 1750 Montgomery Street San Francisco, CA 94111 5,556,227 (3) Officer and Director 16.0% N/A Common Shares Alec W. Grandon 2250 E. Tropicana Ste. 19 Las Vegas, NV 89119 50,000 Officer and Director .14 N/A Common Shares Patrick Pittman P.O. Box 98313 Las Vegas, NV 89193-8313 100,000 Director Executive Committee .28 N/A Common Shares Allan Clifford Marshall 70 Palm Way Mill Valley, CA 94939 100,000 Affiliate Executive Committee .28 N/A Common Shares Leslie Shill #7 Villa Joaquin #7 Monterey, CA 93940 50,000 Affiliate Executive Committee .14 N/A Sub-Total 5,856,227 16.8% Contractors and Consultants (4) Common Shares Aquatic Exercise Products, Inc. 70 Palm Way Mill Valley, CA 200,000 Affiliate .58 N/A Common Shares Rush 2 Market, Inc. 70 Palm Way Mill Valley, CA 50,000 Affiliate .14 N/A Sub-Total 250,000 .72% Common Shares Estimated All Other Public Shareholders 10,363,257 29.8% N/A Grand TOTAL All Estimated Shares Outstanding 34,770,934 100.00%

Notes to Security Ownership

(1) A total of 18,301,450 shares, or approximately 52.6% , of the Company's estimated 34,770,934 issued and outstanding common shares as of December 15, 2000 were held by the Company's operating subsidiaries, affiliates and strategic partners; including certain acquisitions which were proposed for approval by the shareholders at the December 15, 2000 Annual Meeting. See Proxy Statement and Information Circular "Mergers and Acquisitions". (2) Officer and Director shareholdings comprise approximately 5,706,227, or 16.4% of the approximate total of 34,770,934 issued and outstanding shares of the Company as of December 15, 2000. By virtue of their direct ownership of the Common Stock of the Company, management positions and organizational efforts, may be deemed "control persons" of the Company, as those terms are defined in the Securities Act of 1933 (the "Act"), and the rules and regulations thereunder.

Insider Ownership Shares Beneficially Owned Percentage of Estimated Outstanding All executive Officers and  Directors as a Group (3 persons) 5,706,227 16.4% Total of All Insiders as a Group  Including Subsidiaries, Affiliates, Officers,  Directors, and Executive Committee 24,157,677 69.5%

Management and insider shareholdings shown do not reflect or include up to 5,000,000 outstanding options which have and may be issued to the individuals named, pursuant to the proposed "Incentive Stock Option Plan", until such time as said options are exercised. (3) Reflects the adjusted total of 4,108,227 shares registered in the name of Michael Grandon by Continental Stock Transfer & Trust Company in accordance with the September 21, 2000 shareholder list provided to the Company by Continental; plus 952,000 additional shares issued for 17 months and $ 238,000 in lost income; plus 496,000 additional shares issued for $ 124,000 in legal fees and expenses incurred by Mr. Grandon to defend himself during the attempted takeover of the Company by Thehealthchannel.com, Inc. ( July 23, 1999 through August 31, 2000 ); all converted at a per share price of $ .25 per share, and subject to shareholder approval. (4) Reflects shares issued to one firm pursuant to limited private placement investments in the Company at a conversion rate of $ .10 per share for the period September 1, 2000 through November 30, 2000. Up to 100,000 private placement shares may be added. Also includes shares issued to consultants and contractors for services to be rendered under approved consulting agreements.

Proposal #5: APPROVAL OF EXECUTIVE COMPENSATION AND COMPENSATION PLAN

The Company's Fiscal Year 2001 Private Placement Memorandum and Offering Prospectus following discussion and attached notes sets forth the compensation of the Company's executive officers and directors during each of the fiscal years since inception of the Company on September 26, 1992. The following table and attached notes sets forth all executive compensation proposed for the Fiscal Year 2001 ending December 31, 2001; provided that additional directors and officers may be added to the Company's management team by the Board of Directors throughout the year. The remuneration described in the table does not include the cost to the Company of benefits furnished to the named executive officers, including non-reimbursable expenses, premiums for health insurance, reimbursement of expense, and other benefits provided to such individual that are extended in connection with the ordinary conduct of the Company's business. The value of such benefits cannot be precisely determined, but the executive officers named below did not receive other compensation in excess of the lesser of $30,000 or 15% of such officer's cash compensation.      Only Officers, Directors and certain Executive Committee Members are entitled to receive executive compensation as defined under the Company's proposed Compensation Plan. Members of the Board of Trustees are not entitled to receive any compensation whatsoever; provided that the Company will reimburse the members of the Board of Trustees for one (1) Board of Trustees Meeting per fiscal year on a per diem or honorarium basis, including travel expenses.      The following table sets forth all compensation presently scheduled to be received for services rendered to the Company in all capacities during the 2001 fiscal year ending December 31, 2001 by those persons who are the Company's proposed officers, directors, and certain members of the Executive Committee ( the "Compensation Plan").

Name and Principal Position (1) Annual Compensation Long Term Compensation        Stock Options        Bonuses / Other Michael D. Grandon    President, Chairman and CEO $ 240,000 (2) Stock Options (3)(7) Bonuses (4) Other (8) Alec W. Grandon    Secretary and Director $   12,000 (5) Stock Options (7) Bonuses (4) Other (8) Patrick Pittman Director $   12,000 (5) Stock Options (7) Bonuses (4) Other (8) Leslie Shill Executive Committee Member $   12,000 (6) Stock Options (7) Other (8) Allan Clifford Marshall Executive Committee Member $   12,000 (6) Stock Options (7) Other (8) $ 288,000 (9)

Notes to Executive Compensation

(1)        See audited and unaudited financial statements for fiscal year detail and notes regarding executive compensation. See also the Company's Fiscal Year 2000 Private Placement Memorandum and Offering Prospectus "Executive Compensation", "Outstanding Options and Warrants", and "Certain Transactions" for a full disclosure, detailed discussion and audit notes regarding all compensation and related transactions for all officer, directors, control persons, key contractor and consultants since the Company's original inception on September 26, 1992. (2)        Reflects an annual salary or salary equivalent for Mr. Michael Grandon pursuant to a contract extension and modification of his prior April 28, 1994 Employment Agreement through fiscal year 2004, ending December 31, 2004; subject to shareholder approval at the December 15, 2001 Annual Meeting. See this Proxy Statement and Information Circular " Employment Agreements". See also Offering Prospectus "Executive Compensation", "Options Outstanding" and "Certain Transactions". (3)        Mr. Michael Grandon was awarded 2,000,000 stock options for four (4) fiscal years ending on or before December 31, 1997, in accordance with his employment agreement and Board of Directors and shareholder approval. Mr. Grandon has also been awarded 500,000 options for the fiscal year ending December 31, 2000; subject to shareholder approval at the December 15, 2001 Annual Meeting. Under his Employment Agreement, Mr. Grandon is entitled to receive an award of 500,000 incentive stock options for each year of service. Mr. Grandon is also entitled to receive 500,000 options for service during the fiscal year ending December 31, 1998 and 250,000 for the fiscal year ending December 31, 1999 for services rendered to the Company up to and through July 23, 1999. See this Proxy Statement and Information Circular "Incentive Stock Option Plan". See also Offering Prospectus "Executive Compensation" , "Options Outstanding" and "Certain Transactions". (4)        Officers and directors may be entitled to receive bonuses at the end of the fiscal year based upon performance and Board of Directors approval. Historically, such bonuses have equaled ten percent (10%) of the compensation paid by the officer or director throughout the year convertible into common shares of Company stock at the lowest trading price of the Company's stock during the year in which the service was rendered. (5)        Directors currently receive no cash consideration for their duties as directors. Directors are entitled to receive a fee for services to the Company, which is payable in the form of common stock consideration convertible at the lowest bid price of Company stock during any fiscal quarter or fiscal year in which the compensation is paid. The Company also reimburses all directors for expenses incurred in the conduct of Company business, including travel to and from Board Meetings and related pre-approved expenditures. (6)        Executive Committee Members currently receive no cash consideration for their duties as directors; but accrue $ 12,000 per year in directors fees. Certain Executive Committee Members may also be entitled to receive a fee for specific Board approved services, which is payable in the form of common stock consideration convertible at the lowest bid price of Company stock during any fiscal quarter or fiscal year in which the compensation is paid. The Company also reimburses all directors for expenses incurred in the conduct of Company business, including travel to and from Executive Committee Meetings and related expenditures on a pre-approved basis. (7)        Directors, certain Executive Committee Members, and Trustees may be entitled to receive Board of Directors approved common stock options in lieu of accrued reimbursement for Board approved fees and expenses. Such Options will be granted from the approved Incentive Stock Option Plan and reflected in the Company's quarterly and annual reports. With the exception of Mr. Grandon, the incentive stock options previously granted to all formers officers and directors of Biologix International, Ltd., and which were not previously exercised, have been cancelled in accordance with the Settlement Agreement and Release of August 31, 2000 and termination of service to the Company by Donald Shea, Tom Lonergan, Don Hejmanowski, Jeffrey Berg, Balazs Imre Bodai and Joseph Song. (8)        The Company carries no officers and directors liability insurance, nor disability and life insurance benefits. The Company has historically reimbursed officers and directors on a quarterly basis private health insurance premiums and for expenses. The Company plans to undertake a health insurance program through its affiliate company AXESS Insurance Corporation sometime during the 2001 fiscal year. Only one executive officer or director is currently covered by an employment agreement. The Company does not maintain any pension plan, profit sharing plan or similar retirement or employee benefit plans. All approved expenses are reimbursed by the Company to all officers and directors in the form of either cash or stock equivalent cash consideration as mutually agreed. (9)        In order to maintain reduced operating overhead and provide incentives, certain officers and directors often receive common stock in lieu of cash consideration for salaries and/or expenses accrued but not paid. The Company's historical policy of deferring compensation for officers and directors in order to receive common stock in lieu of cash consideration for salaries and expenses accrued but not paid is expected to continue during the coming fiscal years such that salaries and expenses will be deferred until or unless the Company has the cash on hand to fulfill such compensation considerations. This compensation policy provides that such officer and director expenses may be reimbursed in the form of the Company's common stock at a conversion rate as determined by the lowest public trading price of the Company's shares during the prior quarter and year in which services were rendered and expenses incurred

Employment Agreements

The Company currently has an employment agreement with only one of its key executives. All other directors, officers, and members of the Executive Committee are either independent contractors, affiliates, or are independently employed by their respective companies. Mr. Grandon is under an employment agreement which originally was entered into on April 14, 1994 and has been modified and extended, subject to shareholder approval at the December 15, 2000 Annual Meeting, through the end of fiscal year 2004, expiring on December 31, 2004; with a one (1) year automatic extension, unless Mr. Grandon declines said extension, and two (2) year concurrent minimum period of buy-out in the event of termination for any reason. The terms of this agreement, as amended, specifies his service as President and Chairman, with a salary of $ 240,000 a year, standard cost of living increases, and the grant of 500,000 common stock options or a pro-rata share thereof for each year of service; with such Options to be exercisable at a fixed stock value of $ 1.00 per share. Employment agreements with all other former officers and directors of the Company have been terminated by agreement of the parties.

Indemnifications

On April 28, 1994, the Company entered into Indemnification Agreements with each of the current Directors of the Company in consideration for their service as officers and as members of the Board of Directors. Mr. Michel Grandon is the only surviving member of that officer and director class; for which his Indemnification Agreement has been extended concurrent with Mr. Grandon's Employment Agreement through December 31, 2004. Such indemnifications provide that the Company and its shareholders and the respective officers, directors and their affiliates, to the fullest extent permitted by law, hold one another harmless from any and all past or future liability and against all actions by any third parties; and further indemnify one from the other against any actions which may be taken relating to any previously approved actions.

THE BOARD RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE PROPOSAL TO APPROVE THE EXECUTIVE COMPENSATION, COMPENSATION PLAN, EMPLOYMENT AND INDEMNIFICATION AGREEMENTS.

Proposal #6: RATIFICATION OF 2000 INCENTIVE STOCK OPTION PLAN

Prior to the Company's attempted takeover ( July 23, 1999 through August 31, 2000 ) and during its subsequent reorganization ( September 1, 2000 through December 15, 2000 ) incentive stock options have been granted to various officers, directors, employees, and third parties on a performance basis. Options granted to officers and directors have historically been used by management to self-finance the Company's basic "burn-rate" and minimal overhead through a series of reported secondary market operations, by compensation of key management and consultants without exhausting the Company's cash reserves. Options are not subject to dilution by roll-backs, stock splits, sale of additional equity or other means, until such time as they are fully exercised. A Fiscal Year 2000 Incentive and Nonstatutory Stock Option Plan ("Incentive Stock Option Plan") is proposed for establishment as effective December 15, 2000; subject to approval by the shareholders at the Annual Meeting. The Board has authorized 5,000,000 for issuance under the Plan. The Plan empowers the Board to award compensation primarily in the form of qualified and nonqualified stock options to key employees, directors and consultants. The stock options generally expire five years from the date of grant. All options previously granted by the Company to surviving members of the Board prior to July 23, 1999 are also incorporated under the Plan and the date of expiration for all options has been established as December 31, 2005. The Non-statutory Incentive Stock Option Plan proposed is intended to allow the Board to attract and compensate new key employees, directors, and consultants without using cash. Any future incentive stock option plans, as well as all options which have not been previously approved and are issued during the prior year shall require shareholder approvals. The following table is a summary of the 5,000,000 issued and outstanding options granted or set aside by the Company to all parties as of December 15, 2000; subject to approval by the shareholders.

Name / Address of Optionee No. of Options Granted / Held % of Total Outstanding Exercise Price Per Share Exercise / Grant Date Expiration Date Officers and Directors Michael D. Grandon 1750 Montgomery Street San Francisco, CA 94111 250,000 250,000 500,000 500,000 500,000 500,000 $ 1.00    0.35    1.00    0.50    0.50    1.00 12/91  7/93 11/95 11/96 11/97 12/00 12/31/05 12/31/05 12/31/05 12/31/05 12/31/05 12/31/05 2,500,000 50% Set Aside for New Officers And Directors 1,500,000 30% $ 1.00 12/00 12/31/05 Total Officers/Directors 4,000,000 80% Advisors Set Aside for Advisory Board and Executive Committee Members 1,000,000 20% $ 1.00 12/00 12/31/05 TOTAL Options Outstanding 5,000,000 100%

Notes to Outstanding Options

Officers, Directors and certain Executive Committee Members or Trustees may be entitled to receive Board of Directors approved common stock options in lieu of accrued fees for service. Such Options will be granted from the approved Incentive Stock Option Plan and reflected in the Company's quarterly and annual reports. THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE PROPOSAL TO RATIFY THE FISCAL YEAR 2000 INCENTIVE AND NONSTATUTORY STOCK OPTION PLAN.

Proposal #7: AUTHORITY FOR REGISTRATION, FINANCING AND PUBLIC OFFERING

The Company currently is listed and trades it securities on the OTC public exchange as an unregistered non-reporting company; commonly referred to as the "Pink Sheets". Over the Counter includes OTC and OTCBB ( "OTC Bulletin Board") companies. Before November, 1999 the Company traded its securities as an OTCBB company; prior to the NASD Phase-In Procedures which required the registration of members companies under the 1934 U.S. Securities and Exchange Act in order to maintain their "fully reporting" and registered OTCBB status. In order to broaden its base of market support and access additional private and public investment capital, the Board of Directors recommends that the Company undertake a registration of its securities and primary or secondary public offering. Company management and the Interim Board of Directors recommends that this be accomplished in one of two ways: 1) by the filing of an SEC Form 10-SB registration for BioLogix International, Ltd. under a new name and trading symbol in accordance with the Plan of Reorganization; or 2) by merger with a currently fully reporting 34 Act company under an SEC Form 8K in order to expedite the effective date of any registration and subsequent public offering. Management further proposes the offering be conducted as a "hybrid" through one or more registered broker/dealers on a secondary basis, and over the Internet on a direct public offering ("DPO") basis. The filing of a FORM 10-SB ( "SB" for Small Business ) Registration Statement for the Company's securities is necessary to be qualified for active trading on the facilities of the National Association of Securities Dealers ( "NASD" ) through its automated quotation system ( "NASDAQ" ). Upon final submission and acceptance by the U.S. Securities and Exchange Commission in Washington, D.C., and in conjunction with "blue sky" registration in the State of California and Standard and Poors listings in 38 other state securities markets, the Company's securities shall be cleared for active solicitation and trading by over 70,000 brokers and various new investment firms throughout the U.S. This process could result in a significant increase in the Company's share price, market cap, public exposure and investor outreach, and provide access to considerable additional sources of investment capital for the Company to develop its business. The qualification and approval process is a rigorous one and the Company's principal objective after the December 15, 2000 Annual Meeting of Shareholders and before the March 31, 2001 Special Meeting of Shareholders, including any postponements or adjournments thereof, will be to undertake and complete this process as soon as practicable. On or before the proposed March 31, 2001 Special Meeting of Shareholders, including any postponements or adjournments thereof, shareholders of record may obtain copies of: 1) a Regulation D, 1933 U.S. Securities Act, Private Placement Memorandum for qualified private placements of its securities; 2) a Pro Forma 10-SB Registration Statement, pending final submission and approval by the SEC under the U.S. Securities and Exchange Act of 1934; 3) Management's Statement of Financial Condition and Results of Operations for accompanied by audited or unaudited Consolidated Financial Statements of BioLogix International, Ltd. for the Fiscal Year ending December 31, 2000; 4) audited or unaudited Consolidated Financial Statements for the Fiscal Year ending December 31, 1999; and 5) a draft Offering Prospectus for public sale of the Company's securities; pending SEC and other regulatory approvals. The Board of Directors shall be entitled to ratify and approve any final private placement memorandum, registration statement, financial statements and offering prospectus used for the purpose of raising capital and/or submitted to the SEC or any regulatory authority on behalf of the Company; subject to shareholder approval at the next available Annual General or Special Meeting of the Company's shareholders. These documents will also be made available on-line at the Company's flagship websites biologix.net, musix.net and/or axesstv.com. Meanwhile, in order to proceed with its business development, short-term financing is obtained through a series of secondary market activities in partnership with the Company's subsidiaries and affiliates. At the same time, Company management is also in discussion with several qualified investment banking firms, merchant banks, and registered broker / dealers for both private placement investment and a syndicated secondary financing. THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE PROPOSAL TO AUTHORIZE AN SEC REGISTRATION OF THE COMPANY AS A FULLY REPORTING COMPANY, PRIVATE PLACEMENTS OF THE COMPANY'S STOCK FOR SHORT-TERM FINANCING, A PUBLIC PRIMARY OR SECONDARY OFFERING OF THE COMPANY'S SECURITIES, AND ONE OR MORE INVESTMENT BANKING RELATIONSHIPS WITH ONE OR MORE REGISTERED BROKER/DEALERS IN ORDER TO UNDERTAKE A FINANCING OF FUTURE BUSINESS DEVELOPMENT.

Proposal #8: ENGAGEMENT OF LEGAL COUNSEL, AUDITOR, AND TRANSFER AGENT

During the 1999 and 2000 calendar years HORWITZ & BEAM of Irvine, CA and CONTINENTAL STOCK TRANSFER & TRUST COMPANY of New York, NY were engaged as legal counsel and transfer agent for the Company, respectively. Those appointments were terminated pursuant to the conversion of BioLogix International, Ltd. ("BGIX") shares by over 90% of all BGIX shareholders into the common stock of Thehealthchannel.com, Inc. ("THCL") on or about November, 1999, and the restoration of BGIX to its former owners and managers under the terms of the August 31, 2000 Settlement Agreement and Release between Mr. Grandon, BioLogix, and Thehealthchannel.com, Inc. For fiscal year 2001, the Board of Directors proposes several firms be ratified by the shareholders for subsequent engagement by Company management as legal counsel, accountants, auditors, and transfer agents. For the fiscal year commencing January 1, 2001 through December 31, 2001, the Board of Directors recommends that the following legal counsel, or such other firms of equal reputation and import be approved for engagement by Company management:

SHARTSIS, FRIESE & GINSBURG, LLP One Maritime Plaza, 18th Floor, San Francisco, CA 94111 Corporate Securities HANEY, WOLOSON & MULLINS 301 Clark Avenue, Las Vegas, Nevada Corporate Finance BARRY LEVINSON 2780 S. Jones Blvd. Suite B, Las Vegas, Nevada Intellectual Property JEFFREY BRANDSTETTER One Market, Steuart Tower, San Francisco, CA Entertainment Law

For the fiscal year commencing January 1, 2001 through December 31, 2001, the Board of Directors recommends that the following accountants and auditors, or such other firms of equal reputation and import be approved for engagement by Company management:

STEWART, ARCHIBALD & BARNEY, LLP 3025 W. Sahara Ave., Suite 200, Las Vegas, Nevada Accountant / Comptroller PRICE WATERHOUSE COOPERS, LLP 3800 Howard Hughes, Pkwy, Las Vegas, Nevada 89109 Public Audit and Reporting

For the fiscal year commencing January 1, 2001 through December 31, 2001, the Board of Directors recommends that the following securities transfer agents, or firms of equal reputation and import be approved for engagement by Company management:

AMERICAN STOCK TRANSFER & TRUST COMPANY CHASEMELLON SHAREHOLDERS SERVICES, LLC. FIRST CHICAGO TRUST COMPANY OF NEW YORK FIRST UNION BANK

THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE PROPOSAL FOR COMPANY OFFICERS TO ENGAGE LEGAL COUNSEL, ACCOUNTANTS, AUDITORS AND A TRANSFER AGENT FROM AMONGST THE CANDIDATE FIRMS LISTED, OR FROM AMONGST FIRMS OF SIMILAR IMPORT, AND TO SUBMIT FOR ADOPTION WITH UNAUDITED AND AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE FISCAL YEARS ENDING DECEMBER 31, 1999 AND 2000 AT A SPECIAL MEETING OF SHAREHOLDERS DURING FISCAL YEAR 2001.

Proposal #9: MARCH 31, 2001 SPECIAL MEETING OF SHAREHOLDERS

Following the December 15, 2000 Annual General Meeting, the Interim Board of Directors proposes the scheduling of a Special Meeting of Shareholders ("Special Meeting') at the executive offices of several of its affiliates; 3960 Howard Hughes Pkwy, Suite 500, Las Vegas, Nevada, 89109; on Saturday, March 31, 2001 at 6:30 p.m. PST for the principal purpose of shareholder ratification of the Company's Registration Statement, Offering Prospectus and Financial Reports. The specific purpose of this meeting will be to: a) review and approve the Company's Private Placement Memorandum, Pro Forma Form 10-SB Registration Statement, Consolidated Financial Statements, and draft Offering Prospectus; b) consider and vote upon final authorization for the Company's officers and directors to undertake additional financing and registration of the Company's securities; c) approve a Private Placement and/or Secondary Public Offering of the Company's securities on the facilities of the National Association of Securities Dealers ( "NASD" or "NASDAQ" ) as per a Managing Placement Agency Agreement with a qualified broker/deaker, and/or an EPO ( Electronic Public Offering ) of the Company's securities over the Internet, subject to regulatory approvals, pursuant to raising up to $ 5 Million in investment capital for commercialization of the Company's proprietary products; d) consider and vote upon approval for the Company to proceed with a Form 10-SB "General Form for Registration of Securities of Small Business Issuers" in accordance with an Amendment to Registration Statement, and pursuant to registration of BioLogix International, Ltd. as a "fully reporting" company with a new corporate name, identity and trading symbol in accordance with Sections 12(b) and (g) of the U.S. Securities and Exchange Act of 1934. A copy of a final draft Form 10-SB, including audited financial statements, will be provided to each shareholder upon request prior to the Special Meeting. See attached Proxy Statement and Information Circular. Other strategic matters will also be discussed by the Board of Directors, certain Executive Committee Members and Trustees. THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE PROPOSAL FOR THE COMPANY TO HOLD A MARCH 31, 2001 SPECIAL MEETING OF SHAREHOLDERS AT THE NEVADA OFFICES OF CERTAIN OF ITS AFFILIATES.

OTHER MATTERS

The Interim Board of Directors knows of no other business which will be presented at the December 15, 2000 Annual General Meeting of Shareholders. The proxy holder may consider and vote on such other matters as are properly taken before the Annual General Meeting at his or her own discretion.

BY ORDER OF THE INTERIM BOARD OF DIRECTORS DATED this 12th day of November, 2000. Michael D. Grandon, Acting Chairman and CEO CERTIFIED BY CORPORATE SEAL C/S

FORM OF PROXY FOR ANNUAL GENERAL MEETING OF SHAREHOLDERS DECEMBER 15, 2000

The UNDERSIGNED hereby appoints the BIOLOGIX INTERNATIONAL, LTD. BOARD OF DIRECTORS as Proxy ("Proxy"), with full power of substitution and hereby authorizes it to appear and vote as designated below, all shares of common stock of BIOLOGIX INTERNATIONAL, LTD. (the "Company") held on record by the undersigned as of December 15, 2000 at the Annual General Meeting of Shareholders Meeting on Friday, December 15, 2000, at 6:30 p.m. PST, at 1750 Montgomery Street, San Francisco, CA 94111, or at any adjournments thereof. THIS PROXY, IF PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THE PROXY WILL BE VOTED FOR EACH PROPOSAL. THE UNDERSIGNED HEREBY DIRECTS THIS PROXY TO BE VOTED: 1.    FOR _____ AGAINST _____ The proposal by the Interim Board of Directors to approve the settlement between the Company, Thehealthchannel.com, Inc. and Michael Grandon as regards an attempted take-over of the Company from July 23, 1999 to August 31, 2000 by its former Board of Directors and current Board of Directors of Thehealthchannel.com, Inc., the proposed final implementation of the settlement agreement between the parties which was reached on August 31, 2000, approval of the appointment and management authority of Mr. Michael Grandon and a Fiscal Year 2000 Interim Board of Directors up to and through December 15, 2000, and approval of all prior acts of the Interim Board of Directors. See the Proxy Statement and Information Circular. 2.    FOR _____ AGAINST _____ The proposal by Interim Board of Directors to ratify a Plan of Reorganization and Governance for the Company pursuant to a future business development by implementation of a synergistic portfolio of Internet mergers and acquisitions, a new strategic direction which calls for development of product and brand mix of consumer-oriented value-added Internet applications so as not to rely on a single web site or web product and service, and amendment of Company by-laws to provide for an expanded Board of Directors, appointment of a Board of Trustees, and selection of an Executive Committee to accommodate future corporate growth and expansion. See the attached Proxy Statement and Information Circular. 3.    FOR _____ AGAINST _____ The election of the Company's Officers and Directors for Fiscal Year 2001, selection of a new Executive Committee, and appointment of a new Board of Trustees pursuant to the Company's amended by-laws. 4.    FOR _____ AGAINST _____ The proposal by the Board of Directors to ratify the prior asset acquisitions of The MED TEL Corporation, AXESS HEALTH, The VIRTUCARE Corporation, the acquisition of a 40% ownership interest in The MUSIX Corporation, new acquisitions of a 20% ownership interest in The VOTRON Corporation, a 50% ownership interest in AXESS MEDIA, Inc., a 20% ownership interest in the AXESS Insurance Corporation, a 20% ownership in Higher Wealth, LLC, and the merger between AXESS MEDIA GROUP and BioLogix (B.C.), Ltd.; and to approve the stock ownership and asset capitalization specified within the terms of agreement with each Company. See the attached Proxy Statement and Information Circular. IF the Proxy Holder is AGAINST one or more such acquisitions, but not all, the PROXY shall so specify herein below: 5.    FOR _____ AGAINST _____ The proposal by the Board of Directors to approve executive compensation and the compensation plan for all Officers, Directors, Executive Committee Members, and Trustees, including all related employment and indemnification agreements. See the attached Proxy Statement and Information Circular. 6.    FOR _____ AGAINST _____ The proposal by the Board of Director to ratify a Year 2000 Incentive Stock Option Plan, including prior incentive stock option grants and future set asides for Officers, Directors, Executive Committee Members and Trustees as subject to shareholder approvals. See the attached Proxy Statement and Information Circular. 7.    FOR _____ AGAINST _____ The proposal by the Board of Directors to provide shareholder authority for undertaking an SEC registration of the Company's securities, short-term private placement and secondary market financing, and to undertake a regulatory approved public offering of its securities through one ore more registered broker/dealers and/or on a direct public offering basi in order to finance future growth and business development. to consider and vote upon authorization for the Company's officers and directors to undertake additional financing and registration of the Company's securities. See attached Proxy Statement and Information Circular. 8.    FOR _____ AGAINST _____ The proposal by the Board of Directors for Company officers to engage legal counsel, accountants, auditors, and a transfer agent from amongst a group of qualified candidate firms and to submit for adoption by the shareholders unaudited and audited consolidated financial statements for the fiscal years ending December 31, 1999 and 2000 at a Special Meeting of shareholders during Fiscal Year 2001 See attached Proxy Statement and Information Circular. 9.    FOR _____ AGAINST _____ The proposal by the Board of Directors to hold a Special Meeting of Shareholders on March 31, 2001 in Las Vegas, Nevada pursuant to approval of the Company's Private Placement Memorandum, Pro Forma Form 10-SB Registration Statement, Consolidated Financial Statements, and draft Offering Prospectus; provided that the specific purpose of such meeting shall be to consider and vote upon final authorization for the Company's officers and directors to undertake additional financing and registration of the Company's securities. To approve a Private Placement and/or Secondary Public Offering of the Company's securities on the facilities of the National Association of Securities Dealers ( "NASD" or "NASDAQ" ) as per a Managing Placement Agency Agreement with a qualified broker/dealer, and/or an EPO ( Electronic Public Offering ) of the Company's securities over the Internet, subject to regulatory approvals, pursuant to raising up to $ 5 Million in investment capital for commercialization of the Company's proprietary products. And to consider and vote upon approval for the Company to proceed with a Form 10-SB "General Form for Registration of Securities of Small Business Issuers" in accordance with the attached Amendment to Registration Statement, and pursuant to registration of BioLogix International, Ltd. as a "fully reporting" company in accordance with Sections 12(b) and (g) of the U.S. Securities and Exchange Act of 1934. A copy of a final draft Form 10-SB, including audited financial statements, will be provided to each shareholder upon request prior to the Special Meeting. See attached Proxy Statement and Information Circular.

</TD< TR>

DATED: _________________________ _________________________________________ Signature of Shareholder # SHARES: _________________________ _________________________________________ NAME ( Please Print ) ADDRESS ___________________________________________________________________ ________________________________________________PHONE:_______________________

PLEASE sign ( if joint tenants, both shall sign ), date and return this Proxy to the Company at 1750 Montgomery Street San Francisco, CA 94111 on or before December 15, 2000. Proxies will be counted up until midnight on December 25, 2000.

Certification of original Proxy and receipt by Company Seal                C/S

ATTACHMENT TO PROXY

FOR ALL BIOLOGIX INTERNATIONAL, LTD. SHAREHOLDERS

ATTACH COPY OF STOCK CERTIFICATE, COPY OF BROKERAGE ACCOUNT STATEMENT, OR OTHER VERIFICATION OF STOCK OWNERSHIP

ALL BIOLOGIX INTERNATIONAL, LTD. SHAREHOLDERS: TO INSURE YOUR SHARES ARE PROPERLY REGISTERED WITH THE SEC AND IN ORDER TO INSURE COMPLIANCE WITH ALL FEDERAL AND STATE SECURITIES LAWS, PLEASE ATTACH OR INCLUDE WITH THIS PROXY A COPY OF YOUR BIOLOGIX INTERNATIONAL, LTD. STOCK CERTIFICATE, BROKERAGE ACCOUNT STATEMENT, THE COMPANY'S APPROVED REGISTRATION STATEMENT, SEC FORM 3, 4 OR 5 INSIDER FORMS, RULE 144 NOTICES OF SALE, OR OTHER FORM OF VERIFICATION OF OWNERSHIP OF BIOLOGIX INTERNATIONAL, LTD. STOCK. COPIES OF BROKERAGE ACCOUNT STATEMENTS, POWERS OF ATTORNEY, AGREEMENTS BETWEEN YOU AND THE COMPANY, OR OTHER INSTRUMENTS OF AUTHORITY ARE ACCEPTABLE FORMS OF VERIFICATION PROVIDED THERE IS NO DUPLICATION WITH TRANSFER REQUEST MADE BY YOUR BROKERAGE FIRM.

VERIFICATION MUST INCLUDE: Name and Address of Registered Shareholder Number of Shares Held Social Security Number ( Optional )

THIS VERIFICATION OF OWNERSHIP WILL BE REQUIRED AT SUCH TIME AS THE U.S. SECURITIES AND EXCHANGE COMMISSION AND NATIONAL ASSOCIATION OF SECURITIES DEALERS FORMALLY APPROVE THE DISTRIBUTION AND PUBLIC TRADING OF ALL BIOLOGIX INTERNATIONAL, LTD. SHARES FOR ALL REGISTERED SHAREHOLDERS

SCRUTINEER REPORT

BIOLOGIX INTERNATIONAL, LTD. SHAREHOLDER PROXIES TENDERED PURSUANT TO A DECEMBER 15, 2000 ANNUAL GENERAL MEETING OF SHAREHOLDERS DECEMBER 28, 2000

WE the undersigned, under penalty of perjury by the laws of the State of Nevada, do hereby certify as to their physical presence, observation, and/or participation at, of and in the December 15, 2000 Annual Shareholder Meeting, as well as the Scrutineer's Meeting on December 27,000 at the offices of AXESS MEDIA, Inc., 3960 Howard Hughes Parkway, 5th Floor, Las Vegas, Nevada, 89109, for the purposes of surveying, calculating, and otherwise tallying the Shareholder Proxies lawfully submitted by the BioLogix International, Ltd. ( the "Company" ) Shareholders pursuant to an Annual General Meeting of Shareholders ( the "Meeting" ) held between December 15, 2000 at 4:00 p.m. and 5:30 p.m. PST in the Company's office at 1750 Montgomery Street, San Francisco, California; and at which a quorum of 24,157,677 common shares, or 69.5% of the approximately 34,770,934 of the total issued and outstanding shares in the Company, were represented. No shareholders of record were present or represented by 6:30 p.m., PST; the original time of convening and time of final adjournment. Shareholders had until midnight December 25, 2000 to submit proxies for a final accounting. Additional proxies were tendered following the Meeting, such that an accounting of all proxies received as of the start of business December 28, 2000, and the date of this Scrutineer's Report, is as follows: 1. FOR __ 24,157,677 __ AGAINST __0__ The proposal by the Interim Board of Directors to approve the settlement between the Company, Thehealthchannel.com, Inc. and Michael Grandon as regards an attempted take-over of the Company from July 23, 1999 to August 31, 2000 by its former Board of Directors and current Board of Directors of Thehealthchannel.com, Inc., the proposed final implementation of the settlement agreement between the parties which was reached on August 31, 2000, approval of the appointment and management authority of Mr. Michael Grandon and a Fiscal Year 2000 Interim Board of Directors up to and through December 15, 2000, and approval of all prior acts of the Interim Board of Directors. See the aProxy Statement and Information Circular. 2. FOR __ 24,157,677 __ AGAINST __0__ The proposal by the Interim Board of Directors to ratify a Plan of Reorganization and Governance for the Company pursuant to a future business development by implementation of a synergistic portfolio of Internet mergers and acquisitions, a new strategic direction which calls for development of product and brand mix of consumer-oriented value-added Internet applications so as not to rely on a single web site or web product and service, and amendment of Company by-laws to provide for an expanded Board of Directors, appointment of a Board of Trustees, and selection of an Executive Committee to accommodate future corporate growth and expansion. See the Proxy Statement and Information Circular. 3. FOR __ 24,157,677 __ AGAINST __0__ The election of the Company's Officers and Directors for Fiscal Year 2001, selection of a new Executive Committee, and appointment of a new Board of Trustees pursuant to the Company's amended by-laws. See Proxy Statement and Information Circular. 4. FOR __ 24,157,677 __ AGAINST __0__ The proposal by the Board of Directors to ratify the prior asset acquisitions of The MED TEL Corporation, AXESS HEALTH, The VIRTUCARE Corporation, the acquisition of a 40% ownership interest in The MUSIX Corporation, new acquisitions of a 20% ownership interest in The VOTRON Corporation, a 40% ownership interest in AXESS MEDIA, Inc., a 20% ownership interest in the AXESS Insurance Corporation, a 20% ownership in Higher Wealth, LLC, and the merger between AXESS MEDIA GROUP and BioLogix (B.C.), Ltd.; and to approve the stock ownership and asset capitalization specified within the terms of agreement with each Company. See the Proxy Statement and Information Circular. 5. FOR __ 24,157,677 __ AGAINST __0__ The proposal by the Board of Directors to approve executive compensation and the compensation plan for all Officers, Directors, Executive Committee Members, and Trustees, including all related employment and indemnification agreements. See the Proxy Statement and Information Circular. 6. FOR __ 24,157,677 __ AGAINST __0__ The proposal by the Board of Director to ratify a Year 2000 Incentive Stock Option Plan, including prior incentive stock option grants and future set asides for Officers, Directors, Executive Committee Members and Trustees as subject to shareholder approvals. See the attached Proxy Statement and Information Circular. 7. FOR __ 24,157,677 __ AGAINST __0__ The proposal by the Board of Directors to provide shareholder authority for undertaking an SEC registration of the Company's securities, short-term private placement and secondary market financing, and to undertake a regulatory approved public offering of its securities through one ore more registered broker/dealers and/or on a direct public offering basis in order to finance future growth and business development. to consider and vote upon authorization for the Company's officers and directors to undertake additional financing and registration of the Company's securities. See Proxy Statement and Information Circular. 8. FOR __ 24,157,677 __ AGAINST __0__ The proposal by the Board of Directors for Company officers to engage legal counsel, accountants, auditors, and a transfer agent from amongst a group of qualified candidate firms and to submit for adoption by the shareholders unaudited and audited consolidated financial statements for the fiscal years ending December 31, 1999 and 2000 at a Special Meeting of shareholders during Fiscal Year 2001. See Proxy Statement and Information Circular. 9. FOR __ 24,157,677 __ AGAINST __0__ The proposal by the Board of Directors to hold a Special Meeting of Shareholders on March 31, 2001 in Las Vegas, Nevada pursuant to approval of the Company's Private Placement Memorandum, Pro Forma Form 10-SB Registration Statement, Consolidated Financial Statements, and draft Offering Prospectus; provided that the specific purpose of such meeting shall be to consider and vote upon final authorization for the Company's officers and directors to undertake additional financing and registration of the Company's securities. To approve a Private Placement and/or Secondary Public Offering of the Company's securities on the facilities of the National Association of Securities Dealers ( "NASD" or "NASDAQ" ) as per a Managing Placement Agency Agreement with a qualified broker/dealer, and/or an EPO ( Electronic Public Offering ) of the Company's securities over the Internet, subject to regulatory approvals, pursuant to raising up to $ 5 Million in investment capital for commercialization of the Company's proprietary products. And to consider and vote upon approval for the Company to proceed with a Form 10-SB "General Form for Registration of Securities of Small Business Issuers" in accordance with the attached Amendment to Registration Statement, and pursuant to registration of BioLogix International, Ltd. as a "fully reporting" company in accordance with Sections 12(b) and (g) of the U.S. Securities and Exchange Act of 1934. A copy of a final draft Form 10-SB, including audited financial statements, will be provided to each shareholder upon request prior to the Special Meeting. See Proxy Statement and Information Circular. IN WITNESS WHEREOF, the undersigned verify that the aforementioned is valid and true; that a total of fifteen (15) proxies and representatives on behalf of proxy holders were received and/or present at the December 15, 2000 Annual General Meeting of Shareholders; representing a total of 24,157,677 shares or 69.5% of BioLogix International, Ltd. estimated 34,770,934 issued and outstanding common shares as at December 15, 2000; which proxies and proxy holders represented a quorum of the Company's issued and outstanding voting shares; such that the December 15, 2000 Annual General Meeting was lawfully convened and held; and which proxies voting FOR the proposals under consideration represented 100% of all proxy votes lawfully tendered and/or represented by proxy holders at said meeting.

ON BEHALF OF THE BOARD OF DIRECTORS C/S

__Alec Wayne Grandon______________/s/ Alec Wayne Grandon______________/s/ 12/28/00__

Name ( Printed )                                                Signature                                                 Date

__Patrick Pittman__________________/s/ Patrick Pittman___________________/s/ 12/28/00___

Name ( Printed )                                                Signature                                                 Date

NOTARY PUBLIC:

BioLogix International, Ltd. Attachments To Proxy Statement and Information Circular Annual General Meeting Of Shareholders December 15, 2000

A MESSAGE FROM THE PRESIDENT CERTIFICATE OF GOOD STANDING CONSOLIDATED FINANCIAL SUMMARY PUBLIC ANNOUNCEMENTS STOCK PERFORMANCE

PUBLIC TRADING OF COMMON STOCK

The Company's common stock had been traded in the over-the-counter market since the April 20, 1993 merger / acquisition with Hemisphere and BioLogix ( B.C. ) and is quoted on the OTC Bulletin Board under the symbol BGIX. As of April 30, 1999 there were approximately 2000 registered and unregistered holders of record of 9,125,000 shares of the Company's common stock on a post reorganization and 1:8 roll-back basis. The following table sets forth the high and low bid prices for the Company's common stock as reported on the OTC Bulletin Board just before and since the merger/acquisition of April 20, 1993, and during the Company's reorganization pursuant to registration under the U.S. Securities and Exchange Act. Prior to April 20, 1993 Hemisphere, Ltd.'s stock remained rather constant in the $ .25 range. BioLogix ( B.C. ) ( BioLogix Canada ) was listed on the Vancouver Stock Exchange from September, 1986 through May, 1991 and traded under the symbol " BGX ". During that time, BioLogix (B.C.) common stock traded between $ .40 per share as a market low and $ 4.50 per share as a market high. The prices below also reflect inter-dealer quotations, without retail mark-up, mark-down or commissions.</FONT< TD>

OTC Bulletin Board Trading Symbol: BGIX Reporting Period Low Bid High Bid __________________ _______ _______ ________ _______ Calendar Year 1993 $ 1/16 $ 2 1/8 Calendar Year 1994 $ 3/8 $ 5/8 Calendar Year 1995 $ 1/2 $ 2 1/8 Calendar Year 1996 $ 1/4 $ 1 3/4 Calendar Year 1997 $ 3/8 $ 5/8 Calendar Year 1998 $ 1/8 $ 1/4 Calendar Year 1999 $ 1/4 $ 3 5/8

Market Makers

13 registered broker/dealer firms currently make market for the Company's securities:

Baird, Patrick & Co. GVR Company Paragon Capital Corp. Wall Street Equities William V. Frankel, Inc. Nash Weiss Co. Sharpe Capital, Inc. Hill Thompson & Co. Knight Securities, Inc. Sherwood Securities Herzog, Heine, Geduld, Inc. North American Institutional Wien Securities Corp

Although to date a small market cap and unregistered issue, the Company's stock is nonetheless widely distributed. BIOLOGIX stock is also currently held in individual and institutional client names at 49 U.S. and 19 Canadian registered broker dealer firms. The Company understands that the following firms currently hold its common stock or the common stock in registered client names, unregistered "street name" and/or client accounts:

Bear Stearns & Co., Inc. Cowen & Company Dean Witter Emmett Larkin & Co. Freeman Welwood & Co. Wayne Hummer & Co. Kemper Clearing Corp. Merrill Lynch The Depository Trust Northern Trust Company Paine, Webber, Inc. Raymond, James & Assoc. Burns Fry Limited CDS & Company Donaldson, Lufkin Ernst & Company Hamilton Investment John Hancock Corp. Kidder, Peabody & Co. Midland Capital Cede & Co. NB Clearing Corp. Philadelphia Depository Regional Clearing Corp. The Chicago Corporation Dain Bosworth, Inc. A.G. Edwards & Sons Murphy Favre, Inc. Hilliard, Lyons, Inc. Edward D. Jones & Co. Kray & Company Midwest Securities National Financial Services Olde Discount Corporation Prudential-Bache Securities Richardson Greenshields Scotia McLeod, Inc. State Street Bank & Trust Securities Settlement Shearson Lehman Stifel Nicolaus & Co. U.S. Clearing Corporation Webush Morgan Dean Witter ( Canada ) Wheat, First Butcher RAF Financial Corp. RBC Dominion Securities Charles Schwab & Co.

CONSOLIDATED FINANCIAL SUMMARY (1)

The following selected financial data should be read in conjunction with the Company's financial statements and related notes thereto, along with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and prior financial statements of BioLogix Canada and BioLogix California. The financial information for April 30, 1993 is derived from the audited financial statements of the Company. The financial information for the Company's Period or Reorganization, April 30, 1993 through April 30, 1999 are derived from both audited and unaudited financial statements of the Company and are available upon request.

Summary Information: For Reporting Periods Ending April 30, 1999 April 30, 1993 ASSETS Total Current Assets $ 9,262,000 (2) $ 88,102 Net Property and Equipment 18,750 22,693 Total Other Assets 7,089,881 (3) 2,643,881 __________________________________ TOTAL ASSETS $ 16,370,639 $ 2,754,676 LIABILITIES Current Liabilities $ 100,128 $ 503,693 Contingent Liabilities 160,000 Long Term Debt 0 916,000 _____________ TOTAL LIABILITIES $ 260,128 $ 1,419,693 STOCKHOLDERS' EQUITY TOTAL EQUITY $ 8,723,503 $ 1,334,983 Per Share 1.00 0.13 REVENUES Net Sales 311,184 (4) 0 EXPENSES Costs and Expenses $ 676,843 $ 271,146 ___________________________________ INCOME ( Loss ) After Taxes $ (365,659) $ (271,146) Income ( Loss ) Per Share (0.04) (5) (0.03)    (1)    This Summary of Consolidated Financial Information is reported for the Company's Period of Reorganization from April 30, 1993 to April 30, 1999 following its recent mergers, acquisitions and reorganization. See Financial Statements Index for financial information as of the April 30, 1993 Acquisition and Plan of Reorganization. Unaudited financial statements for the Period of Reorganization are pending and will be made available upon request. The information provided in this Summary is subject to modification based upon a final consolidated audit of the Company's operations.    (2)    Includes cash on hand and $ 1.50 per share value of Company securities held on account pursuant to a pending exempt or registered offering.    (3)    Includes the average market value of Company securities used for acquisitions at the effective date thereof.    (4)    Based upon the annualized reported sales and earnings of The Back Shop.    (5) Based upon approximately 9,125,000 issued and outstanding shares of post-reorganization common stock. ACTUAL FINANCIAL INFORMATION MAY VARY BASED UPON FINAL CONSOLIDATED AUDITS. PLEASE CONTACT THE COMPANY FOR MORE COMPLETE FINANCIAL REPORTS.

INVESTMENT FEATURES

Worldwide market leadership and pioneer in the emerging Internet health portal industry Raised and spent $16 Million to date on proprietary products and technologies Licensed additional technologies with up to $ 25 Million in sunk cost Revolutionary breakthrough proprietary products and technologies Under-valued low market capitalized OTC Bulletin Board stock Just entering actual revenue and sales phase of operations Key strategic technical and marketing alliances in place Experienced industry knowledgeable management team Near term qualification for NASD Small Market Cap Approximately $ 16 Million in assets on the books Patent and trademark barriers to entry in place No "burn rate" nor short and long-term debt A buy recommendation