Crystalix Group filing

[Franko10 ™]

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 8-K


CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



Date of Report (Date of earliest event reported) SEPTEMBER 23, 2004

CRYSTALIX GROUP INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)

NEVADA 0-29781 65-0142472
(State or other jurisdiction of (Commission (IRS Employer
incorporation) File Number) Identification No.)

5275 SOUTH ARVILLE STREET, SUITE B-116, LAS VEGAS, NEVADA 89118
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code [phone]

NOT APPLICABLE
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))







ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On September 23, 2004, Crystalix Group International, Inc. ("Crystalix")
executed and delivered to CMKXTREME.COM a convertible promissory note in the
principal amount of $2,000,000 and a seven-year warrant to purchase 2,500,000
shares of common stock at $0.08 per share. The note is unsecured, accrues
interest at 10% per annum, is due October 1, 2007, and requires monthly
principal payments of $83,333 and accrued interest beginning November 1, 2004.
The note is convertible as to any payment when due, as to all or any portion of
the note upon the sale of 51% or more of Crystalix's outstanding common stock or
sale of all of Crystalix's assets, or as to a portion of the note not to exceed
$1,000,000 upon an event of default. The conversion price is the lesser of the
average closing price of the common stock for the five business days immediately
preceding the notice of conversion or $0.08. There is no relationship between
Crystalix and CMKXTREME.COM, other than in respect of the transaction described
above.

Crystalix will use the proceeds from the financing for working capital.

Crystalix has agreed to file a registration statement with the Securities and
Exchange Commission in order to register the resale of the shares issuable upon
conversion of the note and the shares issuable upon exercise of the warrant.

This summary description of the financing described by the documents does not
purport to be complete and is qualified in its entirety by reference to the
documents that are filed as Exhibits hereto.


ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES

See the disclosure in Item 1.01 above.


ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

Exhibits:

REGULATION
S-B NUMBER DOCUMENT

10.1 Convertible Promissory Note to CMKXTREME.COM dated September 23,
2004

10.2 Warrant to Purchase Common Stock issued to CMKXTREME.COM

10.3 Registration Rights Agreement with CMKXTREME.COM



2





SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

CRYSTALIX GROUP INTERNATIONAL, INC.


September 29, 2004 By: /s/ ROBERT J. McDERMOTT
--------------------------------------
Robert J. McDermott
Chief Financial Officer

[Franko10 ™]

CONVERTIBLE PROMISSORY NOTE

$2,000,000 Las Vegas, Nevada September 23, 2004

Crystalix Group International, Inc., a Nevada corporation ("BORROWER"),
promises to pay to the order of CMKXTREME.COM ("LENDER") at 30 Princeville Lane,
Las Vegas, Nevada 89113, Two Million Dollars ($2,000,000), with interest on the
unpaid principal balance.

1. Interest Rate.

(a) Interest on the unpaid principal balance hereunder shall
accrue at the rate of ten percent (10%) per annum (the "INTEREST RATE") from the
date hereof. Default interest shall be paid in accordance with Section 6.

(b) The Interest Rate shall be calculated on the basis of the
unpaid principal balance hereunder and the actual number of days elapsed over a
365-day year. Notwithstanding anything contained in this Note to the contrary,
if collection from Borrower of interest at the Interest Rate would be contrary
to applicable laws, then the Interest Rate in effect on any day shall be the
highest interest rate which may be collected from Borrower under applicable laws
on such day.

2. Payment Schedule.

(a) Commencing on November 1, 2004, and continuing on the first
day of each month thereafter, Borrower shall make a principal payment in the
amount of $83,333, with all accrued and unpaid interest on the amounts
outstanding under this Note.

(b) All outstanding principal and accrued unpaid interest shall be
due and payable on October 1, 2007 (the "MATURITY DATE"), as such date may be
accelerated pursuant to Section 4.

3. Amounts due hereunder shall be paid by Borrower to Lender as
follows:

(a) Except as provided below in Section 3(b), all payments
(including payment and prepayments of principal of or other amounts in respect
of the Advances or fees or other amounts) required under this Note shall be made
by the Borrower to the Lender in lawful money of the United States of America
and in immediately available funds.

(b) From time to time, Lender may require Borrower to make any
payment of the Convertible Portion (as defined below) of Borrower's obligations
under this Note in shares of Common Stock of Borrower ("Common Shares") instead
of lawful money of the United States of America and thereby convert all or any
part of such Convertible Portion into that number of Common Shares, as is
obtained by dividing the dollar amount that Lender elects to convert by the
applicable Conversion Price (as defined below).

(c) Subject to adjustment as provided in this Section, the
"CONVERSION PRICE" shall be the lesser of (i) the average closing price of the
Common Shares for the five (5) business days immediately prior to Lender's
delivery of notice of conversion, or (ii) $0.08. The

99999.9SBY\YOKENS\LAS\65107.3



"CONVERTIBLE PORTION" means (w) any payment of principal, interest, and any
other amounts payable to Lender hereunder when due, (x) any prepayment tendered
by Borrower under Section 8 of this Note, (y) all or any portion of the entire
amount of Borrower's obligations under this Note, upon a sale of fifty-one
percent (51%) or more of the outstanding Common Stock of Borrower or a sale of
all or substantially all of Borrower's assets, or (z) if an Event of Default (as
defined below) occurs, a portion of Borrower's obligations under this Note not
exceeding One Million Dollars ($1,000,000); PROVIDED, HOWEVER, that upon the
occurrence of a second Event of Default while the first Event of Default remains
uncured, the entire amount of principal, interest and any other amounts payable
by Lender hereunder shall be the Convertible Portion.

(d) Within ten (10) days after delivery to Borrower of a notice of
conversion with respect to that portion of the outstanding and unpaid principal
or interest that Lender wishes to convert, Borrower shall (i) denote in its
corporate records the ownership by Lender of the Common Shares so purchased, and
(ii) unless this Note has been fully repaid or converted in full, issue to
Lender a new Note, in identical form hereto and duly executed by Borrower,
representing the portion of the Debt that has not been converted or repaid.

(e) If Borrower shall (i) declare a dividend or make a
distribution payable in Common Shares, (ii) subdivide or reclassify its
outstanding Common Shares into a greater number of Common Shares, or (iii)
combine its outstanding Common Shares into a smaller number of Common Shares,
the Conversion Price in effect at the time of the record date for such dividend
or distribution or the effective date of such subdivision, combination, or
reclassification shall be proportionately reduced in the case of any increase in
the number of Common Shares outstanding, and increased in the case of any
reduction in the number of Common Shares outstanding, so that Lender shall be
entitled to receive the kind and amount of Common Shares which Lender would have
owned or have been entitled to receive had this Note been converted into Common
Shares immediately prior to such time and had such Common Shares received such
dividend or other distribution or participated in such subdivision, combination,
or reclassification. Such adjustment shall be effective as of the record date
for such dividend or distribution or the effective date of such combination,
subdivision or reclassification and shall be made successively whenever any
event listed above shall occur.

(f) Whenever the Conversion Price is adjusted as provided in
Section 3(d), Borrower shall promptly deliver to Lender written notice setting
forth the Conversion Price after such adjustment and setting forth a brief
statement of the facts requiring such adjustment and the computation thereof.

(g) In the event of any consolidation or merger of Borrower with
or into any other Person (other than a merger which does not result in any
reclassification, conversion, exchange or cancellation of outstanding Common
Shares), or in the event of any sale or transfer of all or substantially all of
the assets of Borrower or the reclassification of the Common Shares into another
form of capital stock of Borrower, whether in whole or in part, this Note shall
thereafter be convertible, in lieu of the Common Shares otherwise purchasable
and receivable upon conversion of this Note, into the kind and amount of stock
and other securities and property or cash which Lender would have been entitled
to receive upon such consolidation, merger, sale, transfer or reclassification
if Lender had held the Common Shares issuable upon the conversion of this Note
immediately prior to such consolidation, merger, sale, transfer or
reclassification.


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The provisions of this Section 3 shall similarly apply to successive
reclassification and changes of Common Shares of capital of Borrower and to
successive consolidations, mergers, sales, transfers or reclassifications.

(h) Borrower shall at all times reserve and keep available, free
from pre-emptive rights, out of its authorized but unissued shares of common
stock, solely for the purpose of issue upon conversion of this Note as herein
provided, such number of Common Shares as shall then be issuable upon the
conversion of this Note. Borrower covenants that all Common Shares which shall
be so issuable shall, upon issuance, be duly and validly issued and fully paid
and non-assessable. Borrower shall from time to time, in accordance with
applicable law, increase the authorized amount of its Common Shares if at any
time the authorized amount of its Common Shares remaining unissued shall not be
sufficient to permit the conversion of all Notes at the time outstanding.

4. Upon any Event of Default, as such term is defined in this
Section 5, Lender may accelerate the loan evidenced by this Note and declare the
entire principal balance of the Note immediately due and payable, and shall have
the rights provided herein and by applicable law. The occurrence of any of the
following events shall constitute an "EVENT OF DEFAULT" under this Note:

[Franko10 ™]

a) Borrower fails to make any payment of interest or principal
within five (5) days after the date when due under this Note.

(b) The dissolution of Borrower, whether pursuant to any
applicable laws, or otherwise, or the sale, transfer or conveyance by Borrower
of fifty percent (50%) or more of the outstanding voting interests of stock of
Borrower or the equity interest in Borrower to any person or entity.

(c) Borrower commences a case or other proceeding, or if an
involuntary case or other proceeding shall be commenced against Borrower seeking
liquidation, reorganization or other relief with respect to its debts under any
bankruptcy, insolvency or other similar debtor relief law now or hereafter in
effect or seeking the appointment of a trustee, receiver, liquidator, custodian
or other similar official of it or any substantial part of its property, and any
such involuntary case or other proceeding shall remain undismissed and unstayed
for a period of sixty (60) days.

(d) Borrower shall make an assignment for the benefit of
creditors, or admit in writing its inability to pay its debts generally as they
become due.

(e) A notice of lien, levy or assessment is filed of record or
given to Borrower with respect to all or any of the Borrower's assets by any
federal, state, local department or agency, and such lien, levy or assessment is
not released or paid within a reasonable period of time but in no event longer
than twenty (20) days from the date such lien, levy or assessment is filed.

(f) Lender, in good faith, believes the prospect of payment or
performance by Borrower under this Note is impaired and if Borrower is unable or
unwilling to provide adequate

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99999.9SBY\YOKENS\LAS\65107.3




written assurances to Lender of its ability to fully perform under this Note
within thirty (30) days following delivery of written notice.

(g) Any representation or warranty of Borrower is not materially
true, correct and complete, or if any material statement, report or certificate
made or delivered by Borrower or its officers, employees or agents is not true,
correct and complete when made.

5. If any Event of Default shall occur, the total of the unpaid
balance of principal and the accrued unpaid interest (past due interest being
compounded) shall then begin accruing interest at the rate stated in the first
paragraph above plus eight percent (8.00%) per annum (the "DEFAULT RATE"), until
such time as all past due payments and accrued interest are paid. Borrower
acknowledges that the effect of this Default Rate provision could operate to
compound some of the interest obligations due, and Borrower hereby expressly
assents to such compounding should it occur.

6. Borrower:

(a) waives demand, diligence, presentment for payment, protest and
demand, notice of extension, dishonor, protest, demand and non-payment of this
Note; and

(b) agrees that Borrower will pay any collection expenses, court
costs and actual attorney's fees which may be incurred by Lender in the
collection or enforcement of this Note.


8. This Note shall be construed according to the laws of the State of
Nevada.

9. All notices, requests and other communications hereunder must be
in writing and will be deemed to have been duly given only if delivered
personally or by facsimile transmission or mailed (first class postage prepaid)
to the parties at the following addresses or facsimile numbers:

If to Borrower: Crystalix Group International, Inc
5275 South Arville Street, Suite B116
Las Vegas, Nevada 89118
Attn: Kevin T. Ryan, President
Fax No.: [phone]


4
99999.9SBY\YOKENS\LAS\65107.3



with a copy to: Snell & Wilmer L.L.P.
3800 Howard Hughes Parkway, Suite 1000
Las Vegas, Nevada 89109
Attn: Stephen B. Yoken, Esq.
Fax No.: [phone]

If to Lender: Urban Casavant
--------------------------------------
--------------------------------------
Attn:
---------------------------------
Fax. No.:
-----------------------------

IN WITNESS WHEREOF, Borrower has caused this Note to be executed as of
the date first set forth above.

BORROWER:

Crystalix Group International, Inc.

By: /s/ KEVIN T. RYAN
----------------------------------------
Kevin T. Ryan, President

By: /s/ PATTY HILL
----------------------------------------
Patty Hill, Secretary

[Franko10 ™]

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99999.9SBY\YOKENS\LAS\65107.3







THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE SOLD, PLEDGED
OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH
ACT OR PURSUANT TO RULE 144 UNDER THE ACT OR AN OPINION OF COUNSEL REASONABLY
SATISFACTORY TO THE CORPORATION AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT
REQUIRED.


WARRANT TO PURCHASE
COMMON STOCK
OF
CRYSTALIX GROUP INTERNATIONAL, INC.


This Warrant is issued to CMKXTREME.COM, or his registered assigns
("Holder") by Crystalix Group International, Inc., a Nevada corporation (the
"Company"), as of September 23, 2004 (the "Warrant Issue Date"). This Warrant is
issued in connection with the Company's issuance to the Holder of a Convertible
Promissory Note dated as of September 23, 2004 (the "Note"), for the principal
amount of Two Million and 00/100 Dollars ($2,000,000).

1. PURCHASE SHARES. Subject to the terms and conditions hereinafter set
forth, the Holder is entitled, upon surrender of this Warrant at the principal
office of the Company (or at such other place as the Company shall notify the
holder hereof in writing), to purchase from the Company up to Two Million Five
Hundred Thousand (2,500,000) fully paid and nonassessable shares of Common Stock
of the Company, as constituted on the Warrant Issue Date (the "Common Stock").
The number of shares of Common Stock issuable pursuant to this Section 1 (the
"Shares") shall be subject to adjustment pursuant to Section 8 hereof.

2. EXERCISE PRICE. The purchase price for the Shares shall be the
lesser of (i) the average closing price of the Common Stock for the five (5)
business days immediately prior to Holder's delivery of Notice of Exercise of
this Warrant, or (ii) $0.08.

3. EXERCISE PERIOD. This Warrant shall be exercisable, in whole or in
part, during the term commencing on the Warrant Issue Date and ending at 5:00
p.m. on September 23, 2011.

4. METHOD OF EXERCISE. While this Warrant remains outstanding and
exercisable in accordance with Section 3 above, the Holder may exercise, in
whole or in part, the purchase rights evidenced hereby. Such exercise shall be
effected by:

(a) the surrender of the Warrant, together with a duly executed
copy of the form of Notice of Exercise attached hereto, to the
Secretary of the Company at its principal offices; and

(b) the payment to the Company of an amount equal to the
aggregate Exercise Price for the number of Shares being
purchased.

5. NET EXERCISE. In lieu of exercising this Warrant pursuant to Section
4, the Holder may elect to receive, without the payment by the Holder of any
additional consideration, shares of Common Stock equal to the value of this
Warrant (or the portion thereof being canceled) by surrender of this Warrant at
the principal office of the Company together with notice of such election, in
which event the Company shall issue to the holder hereof a number of shares of
Common Stock computed using the following formula:



99999.9SBY\YOKENS\LAS\65109.3



Y (A - B)
---------
X = A

Where: X = the number of shares of Common Stock to be issued to the Holder
pursuant to this net exercise;

Y = the number of Shares in respect of which the net issue election
is made

A = the fair market value of one share of the Common Stock at the
time the net issue election is made;

B = the Exercise Price (as adjusted to the date of the net issuance).

For purposes of this Section 5, the fair market value of one share of Common
Stock (or, to the extent all such Common Stock has been converted into the
Company's Common Stock) as of a particular date shall be determined as follows:
(i) if traded on a securities exchange or through the Nasdaq National Market,
the value shall be deemed to be the average of the closing prices of the
securities on such exchange over the thirty (30) day period ending three (3)
days prior to the net exercise election; (ii) if traded over-the-counter, the
value shall be deemed to be the average of the closing bid or sale prices
(whichever is applicable) over the thirty (30) day period ending three (3) days
prior to the net exercise; and (iii) if there is no active public market, the
value shall be the fair market value thereof, as determined in good faith by the
Board of Directors of the Company.

6. CERTIFICATES FOR SHARES. Upon the exercise of the purchase rights
evidenced by this Warrant, one or more certificates for the number of Shares so
purchased shall be issued as soon as practicable thereafter (with appropriate
restrictive legends, if applicable), and in any event within thirty (30) days of
the delivery of the subscription notice.

7. ISSUANCE OF SHARES. The Company covenants that the Shares, when
issued pursuant to the exercise of this Warrant, will be duly and validly
issued, fully paid and nonassessable and free from all taxes, liens, and charges
with respect to the issuance thereof.

[Franko10 ™]

8. ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF SHARES. The number of and
kind of securities purchasable upon exercise of this Warrant and the Exercise
Price shall be subject to adjustment from time to time as follows:

(a) SUBDIVISIONS, COMBINATIONS AND OTHER ISSUANCES. If the
Company shall at any time prior to the expiration of this
Warrant subdivide its Common Stock, by split-up or otherwise, or
combine its Common Stock, or issue additional shares of its
Common Stock or Common Stock as a dividend with respect to any
shares of its Common Stock, the number of Shares issuable on the
exercise of this Warrant shall forthwith be proportionately
increased in the case of a subdivision or stock dividend, or
proportionately decreased in the case of a combination.
Appropriate adjustments shall also be made to the purchase price
payable per share, but the aggregate purchase price payable for
the total number of Shares purchasable under this Warrant (as
adjusted) shall remain the same. Any adjustment under this
Section 8(a) shall become effective at the close of business on
the date the subdivision or combination becomes effective, or as
of the record date of such dividend, or in the event that no
record date is fixed, upon the making of such dividend.


99999.9SBY\YOKENS\LAS\65109.3 2




(b) RECLASSIFICATION, REORGANIZATION AND CONSOLIDATION. In case
of any reclassification, capital reorganization, or change in
the Common Stock of the Company (other than as a result of a
subdivision, combination, or stock dividend provided for in
Section 8(a) above), then, as a condition of such
reclassification, reorganization, or change, lawful provision
shall be made, and duly executed documents evidencing the same
from the Company or its successor shall be delivered to the
Holder, so that the Holder shall have the right at any time
prior to the expiration of this Warrant to purchase, at a total
price equal to that payable upon the exercise of this Warrant,
the kind and amount of shares of stock and other securities and
property receivable in connection with such reclassification,
reorganization, or change by a holder of the same number of
shares of Common Stock as were purchasable by the Holder
immediately prior to such reclassification, reorganization, or
change. In any such case appropriate provisions shall be made
with respect to the rights and interest of the Holder so that
the provisions hereof shall thereafter be applicable with
respect to any shares of stock or other securities and property
deliverable upon exercise hereof, and appropriate adjustments
shall be made to the purchase price per share payable hereunder,
provided the aggregate purchase price shall remain the same.

(c) NOTICE OF ADJUSTMENT. When any adjustment is required to be

made in the number or kind of shares purchasable upon exercise
of the Warrant, or in the Warrant Price, the Company shall
promptly notify the holder of such event and of the number of
shares of Common Stock or other securities or property
thereafter purchasable upon exercise of this Warrant.

9. NO FRACTIONAL SHARES OR SCRIP. No fractional shares or scrip
representing fractional shares shall be issued upon the exercise of this
Warrant, but in lieu of such fractional shares the Company shall make a cash
payment therefor on the basis of the Exercise Price then in effect.

10. NO STOCKHOLDER RIGHTS. Prior to exercise of this Warrant, the
Holder shall not be entitled to any rights of a stockholder with respect to the
Shares, including (without limitation) the right to vote such Shares, receive
dividends or other distributions thereon, exercise preemptive rights or be
notified of stockholder meetings, and such holder shall not be entitled to any
notice or other communication concerning the business or affairs of the Company.
However, nothing in this Section 10 shall limit the right of the Holder to be
provided the Notices required under this Warrant.

11. LEGENDS. This Warrant and the Shares (or any other securities
issuable upon exercise or conversion of this Warrant) will be imprinted with all
legends required by applicable federal and state securities laws, including a
legend in substantially the following form:

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT AN
EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR PURSUANT TO RULE 144 UNDER SUCH
ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION AND ITS
COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.

12. COMPLIANCE WITH SECURITIES LAWS ON TRANSFER. The Holder, by
acceptance of this Warrant, represents and warrants that Holder is an
"accredited investor" as such term is defined under Rule 501 of Regulation D of
the Act and that this Warrant and the Shares or other securities issuable upon
exercise or conversion of this Warrant are being acquired solely for the
Holder's own account, for investment, and not as a nominee for any other party
and not with a view toward distribution or resale. Holder further acknowledges
and agrees that this Warrant and the Shares or other securities issuable upon
exercise of this Warrant may not be


99999.9SBY\YOKENS\LAS\65109.3 3



transferred or assigned in whole or in part unless in compliance with all
applicable federal and state securities laws by the transferor and the
transferee (including, without limitation, the delivery of investment
representation letters and legal opinions reasonably satisfactory to the
Company). The Company will not require the Holder to provide an opinion of
counsel if there is no material question as to the availability of current
information as required by Rule 144(c) of the Act, the Holder represents that it
has complied with Rule 144(d) and (e) in reasonable detail, the selling broker
represents that it has complied with Rule 144(f), and the Company is provided
with a copy of the Holder's notice of proposed sale.

13. COMPLIANCE WITH SECURITIES DISCLOSURE AND REPORTING OBLIGATIONS.
The Holder represents and warrants that Holder understands that the Company is
subject to disclosure and reporting obligations under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), and that Holder may have
disclosure and reporting obligations under the Exchange Act depending on its
beneficial ownership of the Shares. The Holder acknowledges and agrees that
Holder is solely responsible for complying with any and all of Holder's
disclosure and reporting obligations under the Exchange Act and all related
costs and expenses.

14. REGULATION FD. The Holder covenants and agrees that it will
maintain in confidence all material, nonpublic information disclosed by the
Company.

15. MARKET STAND-OFF. The Holder, by acceptance of this Warrant and any
Shares or other securities issuable upon exercise or conversion of this Warrant,
may not offer, sell, transfer or otherwise dispose or agree to dispose of this
Warrant, the Shares or any securities of the Company, during any period
requested by the Company in connection with the public offering of the Company's
securities.

[Franko10 ™]

16. SUCCESSORS AND ASSIGNS. The terms and provisions of this Warrant
and the Purchase Agreement shall inure to the benefit of, and be binding upon,
the Company and the Holders hereof and their respective successors and assigns.

17. AMENDMENTS AND WAIVERS. Any term of this Warrant may be amended and
the observance of any term of this Warrant may be waived (either generally or in
a particular instance and either retroactively or prospectively), with the
written consent of the Company and the Holder.

18. ASSUMPTION OF WARRANT. If at any time, while this Warrant, or any
portion thereof, is outstanding and unexpired there shall be (i) an acquisition
of the Company by another entity by means of a merger, consolidation, or other
transaction or series of related transactions resulting in the exchange of the
outstanding shares of the Company's Capital Stock such that stockholders of the
Company prior to such transaction own, directly or indirectly, less than 50% of
the voting power of the surviving entity, or (ii) a sale or transfer of all or
substantially all of the Company's assets to any other person, then, as a part
of such acquisition, sale or transfer, lawful provision shall be made so that
the Holder shall thereafter be entitled to receive upon exercise of this
Warrant, during the period specified herein and upon payment of the Exercise
Price then in effect, the number of shares of stock or other securities or
property of the successor corporation resulting from such acquisition, sale or
transfer which a holder of the shares deliverable upon exercise of this Warrant
would have been entitled to receive in such acquisition, sale or transfer if
this Warrant had been exercised immediately before such acquisition, sale or
transfer, all subject to further adjustment as provided in this Section ; and,
in any such case, appropriate adjustment (as determined by the Company's Board
of Directors) shall be made in the application of the provisions herein set
forth with respect to the rights and interests thereafter of the Holder to the
end that the provisions set forth herein (including provisions with respect to
changes in and other adjustments of the number of Warrant Shares of the Holder
is entitled to purchase) shall thereafter by applicable, as nearly as


99999.9SBY\YOKENS\LAS\65109.3 4




possible, in relation to any shares of Common Stock or other securities or other
property thereafter deliverable upon the exercise of this Warrant.

19. NOTICES. All notices required under this Warrant and shall be
deemed to have been given or made for all purposes (i) upon personal delivery,
(ii) upon confirmation receipt that the communication was successfully sent to
the applicable number if sent by facsimile; (iii) one day after being sent, when
sent by professional overnight courier service, or (iv) five days after posting
when sent by registered or certified mail. Notices to the Company shall be sent
to the principal office of the Company (or at such other place as the Company
shall notify the Holder hereof in writing). Notices to the Holder shall be sent
to the address of the Holder on the books of the Company (or at such other place
as the Holder shall notify the Company hereof in writing).

20. ATTORNEYS' FEES. If any action of law or equity is necessary to
enforce or interpret the terms of this Warrant, the prevailing party shall be
entitled to its reasonable attorneys' fees, costs and disbursements in addition
to any other relief to which it may be entitled.

21. REGISTRATION RIGHTS. The Holder will have registration rights as
provided in a separate Registration Rights Agreement of even date herewith.

22. CAPTIONS. The section and subsection headings of this Warrant are
inserted for convenience only and shall not constitute a part of this Warrant in
construing or interpreting any provision hereof.

23. GOVERNING LAW. This Warrant shall be governed by the laws of the
State of Nevada as applied to agreements among residents made and to be
performed entirely within the State of Nevada.

IN WITNESS WHEREOF, the Company has caused this Warrant to be executed
by an officer thereunto duly authorized.

Crystalix Group International, Inc.


By: /s/ KEVIN T. RYAN
--------------------------------------------
Kevin T. Ryan, President

By: /s/ PATTY HILL
--------------------------------------------
Patty Hill, Secretary

[Franko10 ™]

99999.9SBY\YOKENS\LAS\65109.3 5







REGISTRATION RIGHTS AGREEMENT


THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of
September 23, 2004, is by and between Crystalix Group International, Inc., a
Nevada corporation (the "Company"), and CMKXTREME.COM ("CMKX").


RECITALS

A. CMKX has agreed to loan to the Company Two Million Dollars
($2,000,000) (the "Loan"), which Loan is convertible into Common Stock and the
Company has agreed to issue to CMKX warrants (the "Warrants") to purchase up to
2,500,000 shares of Common Stock, provided, among other things, that certain
securities registration rights are granted to CMKX.

B. The Company deems it desirable for the Company to grant certain
securities registration rights to CMKX in order to induce CMKX to make
such Loan to the Company.


AGREEMENTS

In consideration of the recitals and the mutual covenants herein
contained and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto hereby agree as follows:

1. DEFINITIONS. As used in this Agreement:

(a) "Affiliate" shall have the meaning set forth in Rule 12b-2
of the Securities Exchange Act.

(b) "Commission" means the United States Securities and
Exchange Commission.

(c) "Common Stock" means common stock of the Company.

(d) "Person" means a natural person, a partnership, a
corporation, an association, a joint-stock company, a trust, a joint venture, an
unincorporated organization or a governmental entity or any department, agency
or political subdivision thereof or any other entity.

(e) "Registrable Shares" means, at any time, (i) the Common
Stock to be issued pursuant to conversion of the Loan or any part thereof, and
(ii) shares of Common Stock to be issued upon exercise of the Warrants;
PROVIDED, however, that Registrable Shares shall not include any shares of
Common Stock the sale of which has been registered and consummated pursuant to
the Securities Act or which have been sold pursuant to Rule 144.

(f) "Registration Expenses" has the meaning ascribed to it in
Section 6 of this Agreement.

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99999.9SBY\YOKENS\LAS\65105.2




(g) "Rule 144" means Rule 144 promulgated by the Commission
under the Securities Act, as amended from time to time, and any successor
provision with respect thereto.

(h) "Rule 144A" means Rule 144A promulgated by the Commission
under the Securities Act, as amended from time to time, and any successor
provision with respect thereto.

(i) "Securities Act" means the Securities Act of 1933, as
amended.

(j) "Securities Exchange Act" means the Securities Exchange
Act of 1934, as amended.

2. FORM REGISTRATIONS. Promptly upon execution of this Agreement, the
Company shall commence and thereafter prosecute with reasonable diligence an
application for registration under the Securities Act on Form S-3, or any
applicable form registration statement, of such aggregate number of shares as
would be issued to CMKX if he exercised all Warrants and exercised his
conversion rights as to the entire principal amount of the Loan; provided,
however, that CMKX shall continue to have the option of converting all or any
part of the Loan to Common Stock as provided in the promissory note evidencing
the Loan. At any time after the date of this Agreement, CMKX may request
registration of additional Registrable Shares (if the total number of
Registrable Shares exceeds the number already registered or as to which
registration is in process) by delivering a written notice to the Company to
that effect; PROVIDED, however, that the aggregate offering value of the
Registrable Shares requested to be registered in any such registration must be
reasonably expected to equal at least $250,000. Any registration effected or
requested pursuant to this Section 2, other than a Piggyback Registration (as
that term is defined in Section 3(a)), is referred to herein as a "Form
Registration".

3. PIGGYBACK REGISTRATIONS

(a) RIGHT TO PIGGYBACK. Whenever (i) the Company intends to sell
its securities in a primary offering pursuant to a registration statement filed
with the Commission, or whenever securities of the Company then issued and
outstanding are to be registered under the Securities Act (other than pursuant
to a Form Registration), AND (ii) the registration statement to be filed by the
Company does not relate to securities under any employee benefit plan and is not
with respect to any merger, corporate reorganization or other transaction under
Rule 145 of the Securities Act or any similar rule of the Commission (including
Form S-4 or any form substituted therefor), AND (iii) the form of registration
statement intended by the Company to be used may be used for the registration of
Registrable Shares (a "Piggyback Registration"), the Company will give CMKX
prompt written notice (such notice to be at least 10 business days prior to the
date of filing such registration statement) of the Company's intention to effect
such a registration. The Company will include in such registration, subject to
the terms of this Section 3, all Registrable Shares with respect to which the
Company receives a written request (a "Participation Request") by CMKX for
inclusion therein within 10 days after the Company's notice to CMKX has been
given.

(b) PRIORITY ON PRIMARY REGISTRATIONS. If a Piggyback Registration
Registration is an underwritten primary registration on behalf of the Company
and the managing underwriters advise the Company in writing that in their
opinion the number of securities requested to be


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99999.9SBY\YOKENS\LAS\65105.2



included in such registration exceeds the number (the "Maximum Primary Number")
which can be sold in such offering without having a material adverse effect on
the price of such securities, the Company will include in such registration, up
to the Maximum Primary Number, (i) FIRST, the securities the Company proposes to
sell, and (ii) SECOND, the Registrable Shares requested to be included in such
registration by CMKX.

(c) PRIORITY ON SECONDARY REGISTRATIONS. If a Piggyback
Registration is an underwritten secondary registration at the request of holders
of the Company's securities (other than CMKX) and the managing underwriters
advise the Company in writing that in their opinion the number of securities
requested to be included in such registration exceeds the number (the "Maximum
Secondary Number") which can be sold in such offering without having a material
adverse effect on the price of such securities, the Company will include in such
registration, up to the Maximum Secondary Number, (i) FIRST, the securities
requested to be included therein by the holders (other than CMKX) requesting
such registration, and (ii) SECOND, the Registrable Shares requested by CMKX to
be included in such registration.

(d) CMKX may not participate in any underwritten Piggyback
Registration unless CMKX (i) agrees to sell its Registrable Shares thereunder on
the basis provided in any underwriting arrangements approved by the Company, and
(ii) completes and executes all reasonable and customary questionnaires, powers
of attorney, if any, indemnities, underwriting agreements and other documents
which are required under the terms of the underwriting arrangement approved by
the Company.

[Franko10 ™]

e) The Company will have the sole and exclusive right to select
select the managing underwriter(s) to administer any underwritten Piggyback
Registration in which CMKX participates.

4. HOLDBACK. CMKX agrees not to effect any public sale or
distribution of Registrable Shares, including any public sale pursuant to Rule
144, or any securities convertible into or exchangeable or exercisable for
Registrable Shares, during the 10 days prior to and the 90-day period beginning
on the effective date of any underwritten Piggyback Registration (except as part
of such underwritten registration) in which CMKX was entitled to participate,
unless the underwriters managing the registered public offering or the Company
otherwise agree. During such period, the Company may impose stop-transfer
instructions with respect to Registrable Shares to prohibit transfers in
violation of this Agreement.

5. REGISTRATION PROCEDURES. Whenever CMKX requests that any Registrable
Shares be registered pursuant to the terms of this Agreement, the Company will
use reasonable efforts to effect the registration and the sale of such
Registrable Shares in accordance with Commission requirements, and pursuant
thereto, the Company will, as soon as practicable:

(a) prepare and file with the Commission such amendments and
supplements to such registration statement and the prospectus used in connection
therewith as may be necessary to comply with the provisions of the Securities
Act with respect to the disposition of all Registrable Shares covered by such
registration;

3
99999.9SBY\YOKENS\LAS\65105.2



(b) furnish to CMKX such number of copies of such registration
statement, each amendment and supplement thereto, the prospectus included
therein (including each preliminary prospectus) and such other documents as CMKX
may reasonably request in order to facilitate the disposition of the Registrable
Shares contemplated by such registration;

(c) use reasonable efforts to register or qualify such
Registrable Shares under such other securities or blue-sky laws of such
jurisdictions as CMKX reasonably requests and do any and all other acts and
things which may be reasonably necessary or advisable to enable CMKX to
consummate the disposition in such jurisdictions of the Registrable Shares
contemplated by such registration (PROVIDED, however, that the Company will not
be required to (i) qualify generally to do business in any jurisdiction where it
would not otherwise be required to qualify but for this paragraph, (ii) subject
itself to taxation in any such jurisdiction or (iii) consent to general service
of process in any such jurisdiction);

(d) use reasonable efforts to list all such Registrable Shares on
each securities exchange or stock quotation service on which the Common Stock
is then listed;

(e) provide a transfer agent and registrar for all such Registrable
Shares not later than the effective date of such registration statement;

(f) notify CMKX, promptly after the Company receives notice
thereof, of the time when such registration has become effective or a
supplement to any prospectus forming a part of such registration statement has
been filed;

(g) notify CMKX of any request by the Commission for the amending
or supplementing of such registration statement or prospectus or for additional
information;

(h) prepare and promptly file with the Commission and promptly
notify CMKX of the filing of any amendment or supplement to such registration
statement or prospectus as may be necessary to correct any statements or
omissions if, at the time when a prospectus relating to such securities is
required to be delivered under the Securities Act, any event shall have occurred
as the result of which any such prospectus or any other prospectus as then in
effect would include an untrue statement of a material fact or omit to state any
material fact necessary to make the statements therein, in the light of the
circumstances in which they were made, not misleading; and

(j) advise CMKX, promptly after the Company receives notice or
obtains knowledge thereof, of the issuance of any stop order by the Commission
suspending the effectiveness of such registration statement or the initiation or
threatening of any proceeding for such purpose and promptly use reasonable
efforts to prevent the issuance of any stop order or to obtain its withdrawal if
such stop order should be issued.

6. REGISTRATION EXPENSES. All expenses incurred by the Company in
connection with its performance of or compliance with this Agreement, including,
without limitation, all registration and filing fees, fees and expenses of
compliance with securities or blue-sky laws, printing expenses, messenger and
delivery expenses and fees and disbursements of counsel for the Company and its
independent certified public accountants and other Persons reasonably retained
by the Company (all such expenses being herein called "Registration Expenses"),
will




4
99999.9SBY\YOKENS\LAS\65105.2





be borne by the Company. The Company will have no obligation to pay or reimburse
CMKX or any of its agents for any expenses (including, without limitation, legal
expenses) incurred by or on behalf of CMKX in connection with this Agreement or
the transactions contemplated hereby.

7. INDEMNIFICATION

(a) The Company agrees to indemnify, to the fullest extent
permitted by law, CMKX, its officers and directors against all losses, claims,
damages and liabilities which CMKX or any of its officers or directors may
become subject to under the Securities Act or otherwise insofar as such losses,
claims, damages and liabilities (actions or proceedings) arise out of or are
based upon any untrue or alleged untrue statement of any material fact contained
in any registration statement under which such Registrable Shares were
registered under the Securities Act, any prospectus or preliminary prospectus or
any amendment thereof or supplement thereto or any omission or alleged omission
to state therein a material fact required to be stated therein or necessary to
make the statements therein not misleading, and the Company will reimburse CMKX
and each such officer and director for any legal or other expenses reasonably
incurred by them in connection with investigating or defending any such loss,
claim, liability, action or proceeding; except insofar as the same arises out of
or is based upon an untrue or alleged untrue statement of a material fact or
omission or alleged omission of a material fact made in such registration
statement, prospectus, preliminary prospectus, amendment or supplement in
reliance upon and in conformity with written information furnished to the
Company by CMKX or any officer or director thereof expressly for use therein or
by CMKX's failure to deliver a copy of the registration statement or prospectus
or any amendments or supplements thereto after the Company has furnished CMKX
with a sufficient number of copies of the same.

(b) In connection with each registration statement covering any
Registrable Shares, CMKX will furnish to the Company in writing such information
and affidavits with respect to (i) the number of shares of Common Stock owned by
CMKX and the nature of such ownership, (ii) CMKX's authority to sell the
Registrable Shares as contemplated in the registration statement, (iii) the
method of distribution of such Registrable Shares, and (iv) such other
reasonable and customary information for use in connection with any such
registration statement or prospectus and, to the fullest extent permitted by
law, will indemnify the Company, its directors and officers against any losses,
claims, damages and liabilities which the Company and any such officer or
director may become subject to under the Securities Act or otherwise insofar as
such losses, claims, damages and liabilities (actions or proceedings) arise out
of or are based upon any untrue or alleged untrue statement of any material fact
contained in such registration statement, any prospectus or preliminary
prospectus or any amendment thereof or supplement thereto or any omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, which statement or
alleged statement or omission or alleged omission was made in reliance upon and
conformity with written information furnished in writing to the Company by CMKX
or any officer or director thereof expressly for use therein, and CMKX shall
reimburse the Company and each of its officers and directors for any legal and
other expenses reasonably incurred by them in connection with investigating or
defending any such loss, claim, liability, action or proceeding.

(c) Any Person entitled to indemnification hereunder will (i)
give prompt written notice to the indemnifying party of any claim with respect
to which it seeks


5

99999.9SBY\YOKENS\LAS\65105.2

[Franko10 ™]

indemnification and, (ii) unless in such indemnified party's reasonable judgment
a conflict of interest between such indemnified and indemnifying parties may
exist with respect to such claim, permit such indemnifying party to assume the
defense of such claim with counsel reasonably satisfactory to the indemnified
party. An indemnifying party that is not entitled to, or elects not to, assume
the defense of a claim will not be obligated to pay the fees and expenses of
more than one counsel for all parties indemnified by such indemnifying party
with respect to such claim, unless in the reasonable judgment of any indemnified
party a conflict of interest may exist between such indemnified party and any
other of such indemnified parties with respect to such claim. Notwithstanding
any other provision of this Section 7, an indemnifying party will not be
required to indemnify any indemnified party in respect of any amount paid or
agreed to be paid by such indemnified party in settlement of any losses, claims,
damages or liabilities asserted against such indemnified party if such
settlement is effected without the consent of the indemnifying party.

(d) The indemnification and contribution provided for under this
Agreement will remain in full force and effect, regardless of any investigation
made by or on behalf of the indemnified party.

8. COMPLIANCE WITH RULE 144 AND RULE 144A

(a) If CMKX proposes to sell any Registrable Shares in compliance
with Rule 144, the Company will at CMKX's request (i) promptly furnish to CMKX a
written statement of compliance with the filing requirements of the Commission
as set forth in Rule 144 and (ii) use reasonable efforts to make available to
the public and CMKX such information as will enable CMKX to make sales of such
Registrable Shares pursuant to Rule 144.

(b) If CMKX proposes to sell any Registrable Shares in compliance
with Rule 144A, the Company will, at CMKX's request or at the written request of
any prospective purchaser (other than competitors of the Company) of such
Registrable Shares, promptly provide (but in any case within 15 days of such
request) to CMKX or potential purchaser the following information:

(i) a brief statement of the nature of the business of the
Company and the Company's subsidiaries, if any, and the products and
services they offer;

(ii) the most recent consolidated balance sheets and
profit and losses and retained earnings statements and similar
financial statements of the Company for such part of the two preceding
fiscal years prior to such request as the Company has been in operation
(such financial information will be audited to the extent reasonably
available); and

(iii) such other information about the Company, any
subsidiaries and their business, financial condition and results of
operations as CMKX or such prospective purchaser requests in order to
comply with Rule 144A, as amended, and the antifraud provisions of
the federal and state securities laws.

The Company hereby represents and warrants to CMKX and any prospective purchaser
of Registrable Shares from CMKX that the information provided by the Company
pursuant to this

6

99999.9SBY\YOKENS\LAS\65105.2



Section 8(b) will not contain any untrue statement of a material fact or omit to
state a material fact necessary in order to make the statements made, in light
of the circumstances under which they were made, not misleading.

9. NO INCONSISTENT AGREEMENTS. The Company represents that it has not
entered into and agrees that it will not hereafter enter into any agreement with
respect to its securities which would in any manner conflict with, restrict or
be inconsistent with the rights granted to CMKX in this Agreement and the
performance by the Company of its obligations hereunder.

10. REMEDIES. Any Person having rights under any provision of this
Agreement will be entitled to enforce such rights specifically, to recover
damages caused by reason of any breach of any provision of this Agreement and to
exercise all other rights granted by law.

11. AMENDMENTS AND WAIVERS. Except as otherwise expressly provided
herein, the provisions of this Agreement may be amended or waived at any time
only by the written agreement of the parties hereto. Any waiver, permit, consent
or approval of any kind or character on the part of either party hereto of any
provision or condition of this Agreement must be made in writing and shall be
effective only to the extent specifically set forth in writing.

12. NO ASSIGNMENT. Neither party hereto may assign any of its rights or
delegate any of its obligations hereunder without the prior written consent of
the other party. In no event will the rights afforded to CMKX hereunder be
assignable or otherwise transferable in connection with any sale, assignment,
transfer or other disposition of any Registrable Shares, and such rights, to the
extent applicable to any such Registrable Shares, will automatically terminate
and expire upon the sale, assignment, transfer or other disposition of such
Registrable Shares.

13. SUCCESSORS AND ASSIGNS. Except as otherwise expressly provided
herein, all covenants and agreements contained in this Agreement by or on behalf
of either party hereto will bind and inure to the benefit of the respective
successors and permitted assigns of the parties hereto.

14. NOTICES. Any notice provided for in this Agreement must be in
writing and must be either (a) personally delivered, (b) mailed by registered or
certified first-class mail, prepaid with return receipt requested, (c) sent by a
recognized overnight-courier service, to the recipient at the address below
indicated, or (d) sent by facsimile which is confirmed in writing by sending a
copy of such facsimile to the recipient thereof pursuant to clause (a) or (c)
above:

To the Company: Crystalix Group International, Inc
5275 South Arville Street, Suite B116
Las Vegas, Nevada 89118
Attn: Kevin T. Ryan, President
Facsimile No: [phone]


7
99999.9SBY\YOKENS\LAS\65105.2




To CMKX:
-------------------------------------
-------------------------------------
-------------------------------------
Attn:
Facsimile No:

or such other address or to the attention of such other Person as the recipient
party shall have specified by prior written notice to the sending party. Any
notice under this Agreement will be deemed to have been given (w) on the date
such notice is personally delivered, (x) four days after the date of mailing if
sent by certified or registered mail, (y) one day after the date such notice is
delivered to the overnight-courier service if sent by overnight courier or, (z)
with respect to facsimiles, on the earlier of one day after the date such
facsimile is delivered to the overnight courier for confirmation and
confirmation by telephone to the number designated herein; PROVIDED, however,
that in each case notices received after 4:00 p.m. (local time of the recipient)
shall be deemed to have been duly given on the next business day.

15. GOVERNING LAW. ALL QUESTIONS CONCERNING THE VALIDITY, MEANING AND
EFFECT OF THIS AGREEMENT SHALL BE DETERMINED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEVADA APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN THAT STATE.

16. SEVERABILITY. Whenever possible, each provision of this Agreement
will be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Agreement is held to be prohibited by or
invalid under applicable law, such provision will be ineffective only to the
extent of such prohibition or invalidity, without invalidating the remainder of
this Agreement.

17. HEADINGS. The headings and captions contained herein are for
convenience only and shall not control or affect the meaning or construction of
any provision hereof.

18. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original and which together
shall constitute one and the same instrument.

[Franko10 ™]

19. FINAL AGREEMENT. This Agreement constitutes the final agreement of
the parties concerning the matters referred to herein and supersedes all prior
agreements and understandings.

20. REPRESENTATIONS AND WARRANTIES. Each party to this Agreement
represents and warrants to the other party hereto that (i) all action on the
part of such party necessary for the authorization, execution, delivery and
performance of this Agreement has been taken and (ii) this Agreement is a legal,
valid and binding obligation of such party, enforceable against such party in
accordance with its terms.

8

99999.9SBY\YOKENS\LAS\65105.2




IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.

CRYSTALIX GROUP INTERNATIONAL, INC.

/s/ By: /s/ KEVIN T. RYAN
---------------------------------- -------------------------------------
Urban CMKX Kevin T. Ryan, President

By: /s/ PATTY HILL
-------------------------------------
Patty Hill, Secretary
















9

99999.9SBY\YOKENS\LAS\65105.2