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How to get rich quick: Get a job running a company that makes air conditioners or first-aid supplies. Then turn the business into a Web shop and sell Internet stock. But move fast, before all the hot air in the Internet bursts the balloon.

Consider Water-Jel Technologies, a teensy New Jersey company involved in everything from making first-aid supplies to running employee incentive programs to selling corporate travel. Water-Jel last year changed its name to Xceed, moved its headquarters to Madison Avenue and recast itself, in the words of the company Web site, as "an integrated marketing and communications company with Internet and interactive services at its core."

To guide the metamorphosis, Xceed last July hired Scott Mednick as chairman-chief strategic officer.

This is the second time Mr. Mednick has played the Net. In his first round, he morphed Mednick Group, a graphic design business, into Think New Ideas, a New York-based Web agency that he then took public. Mr. Mednick resigned in May 1998 as Think's chairman-CEO and soon appeared at Xceed.


Mr. Mednick has helped Xceed buy several small Web services ventures, including Internet marketing consultancy Mercury Seven, site design and e-commerce provider Reset, and online and offline marketing agency Troon. He's been richly rewarded, getting a five-year contract with a $350,000 annual salary. He also got a $960,000 signing bonus and has options to buy 1 million shares at $6 a share, equal to a 6.8% stake.

Shares of the company, under its earlier name and more recent Xceed badge, had been trading below $5 for years. Since Mr. Mednick arrived on the scene and Xceed began hyping its Web play, shares have soared north of $20, giving Xceed a stock market worth last week of $325 million -- just below that of Grey Advertising, whose booming Web business greatly exceeds Xceed's. No matter that first-aid supplies, incentive programs and a travel agency remain at the core of Xceed.

Or scope out ICC Technologies, which last year exited the air conditioning business and bought its way into the Internet frenzy by acquiring a Web shop, Rare Medium, New York. ICC, which changed its name this year to Rare Medium Group, appointed the Web shop's CEO, Glenn Meyers, as president-CEO of the parent company.

Mr. Meyers will get paid $250,000 a year, which is to increase annually by at least 4%.


He'll get additional pay in the form of 2% of the annual revenue increase at Rare Medium , the Web shop operation. That earned Mr. Meyers another $35,193 last year.

The big payoff -- and also the big unknown -- could be in options for 2 million shares Mr. Meyers can exercise over five years at $2.37 a share. The volatile stock has bounced between $1.63 and $20.12 a share during the past year. The stock last week traded near $11 a share; if Mr. Meyers were to exercise his options at that price, he would see a profit of about $17 million. There's more money to be made in Rare air than there is in cold air.

The real money may be in rolling up the work of others.

Clarant Worldwide Corp., the instant roll-up formed this summer to buy Young & Rubicam's Brand Dialogue New York office and other Web shops, is rewarding its president-CEO, Guillermo Marmol, with a $300,000 salary, a $300,000 bonus and a pile of stock.

Mr. Marmol, a former VP at Perot Systems and McKinsey & Co. consultant, already has bought 1.45 million shares at the equivalent of about 14 cents a share; he also is to get options to buy another 2.1 million shares at the initial public offering price, assuming the company goes public as planned.

But it doesn't appear, reading Clarant's Securities & Exchange Commission filing, that Mr. Marmol will have any time to spend his riches -- or time, for that matter, to sleep or eat.

"This agreement provides," Clarant tells the SEC, "that Mr. Marmol will devote substantially all of his time to the operation of our business."

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