AGREEMENT AND PLAN OF REORGANIZATION
This Agreement and Plan of Reorganization ("the Agreement"), dated as of the 21st day of October, 1997, by
and between Webx Media, Inc., a Nevada corporation ("Webx") and Steroidogenesis Inhibitors, Inc., a Nevada
corporation ("SII") and the selling shareholders of SII executing this agreement with reference to the following:
A. Webx is a Nevada corporation organized on March 26, 1996. Webx is listed on the NASD OTC Bulletin
Board under the symbol "WEBX". Webx has authorized capital stock of 25,000,000 shares, $.001 par value, of
which 5,000,000 shares are issued and outstanding and 303,000 shares may be traded publicly.
B. SII is a Nevada corporation, organized on September 2, 1994. SII has authorized capital stock of
10,000,000 shares, $.01 par value, of which 7,018,236 shares are issued and outstanding.
C. The respective Boards of Directors of Webx and SII have deemed it advisable and in the best interests of
Webx and SII that SII be acquired by Webx, pursuant to the terms and conditions set forth in this Agreement.
D. Webx and II propose to enter into this Agreement which provides among other things that up to 100% but no
less than 86.74% of the outstanding shares of SII be acquired by Webx, in exchange for shares of Webx and
such additional items as more fully described in this Agreement.
E. The parties desire the transaction to qualify as a tax-free reorganization under Section 368 (a)(1)(B) of the
Internal Revenue Code of 1986, as amended.
NOW, THEREFORE, the parties hereto agree as follows:
1.01 At the Closing, up to 100% (7,018,236 shares) but no less than 86.74% (6,087,700) of the issued and
outstanding common shares of SII shall be acquired by Webx in a share for share exchange for shares of Webx.
The shares of Webx to be issued in this transaction shall be issued as set forth in Exhibit A to this Agreement.
1.02 SII has issued shares of its common stock pursuant to a private place to shareholders in various