STOCK PLEDGE AGREEMENT (this  "AGREEMENT"),  dated as of April
7, 2000, among CELEXX  Corporation,  a Nevada Corporation  ("PLEDGOR"),  and the
pledgees  signatory  hereto  and their  respective  endorsees,  transferees  and
assignees (collectively, "PLEDGEE").

                              W I T N E S S E T H:
                               -------------------

                  WHEREAS,  pursuant to the Secured Convertible  Preferred Stock
Purchase  Agreement,  dated the date hereof  between  Pledgor  and Pledgee  (the
"PURCHASE AGREEMENT"),  Pledgor is selling 350 shares of its 6% Series A Secured
Convertible Preferred Stock (the "PREFERRED SHARES") to Pledgee; and

                  WHEREAS,  as a material  inducement to Pledgee to purchase the
Preferred  Shares,  Pledgee  has  required  and  Pledgor  has agreed to grant to
Pledgee a security  interest in 1,000,000  shares of Common Stock .001 par value
per share, of E-Pawn.com, Inc., a Nevada company (the "COMPANY") currently owned
by  Pledgor  (the  "SHARES"),  as  collateral  security  for the timely and full
satisfaction of all obligations of Pledgor  (including the obligations to timely
deliver  Underlying  Shares as and when required by the Transaction  Documents),
whether matured or unmatured,  now or hereafter existing or created and becoming
due  and  payable,   under  the  Transaction  Documents  (such  obligations  are
collectively  the  "OBLIGATIONS").  Terms used and not defined herein shall have
the meaning ascribed to them in the Purchase Agreement.

                  NOW,  THEREFORE,  in consideration of the foregoing  recitals,
and the mutual covenants contained herein, the parties hereby agree as follows:

                  1. SECURITY.  As collateral  security for the punctual payment
and performance,  when due, by Pledgor of all the Obligations,  Pledgor,  hereby
pledges with, hypothecates, transfers and assigns to Pledgee, its successors and
assigns,  all of the  Shares  and all  proceeds,  shares  and  other  securities
received,  receivable or otherwise  distributed in respect of or in exchange for
the Shares, including,  without limitation, any shares and other securities into
which such Shares are convertible or exchangeable  (collectively  referred to as
the "COLLATERAL"). Simultaneously herewith, Pledgor shall deliver to Pledgee the
certificate(s) representing the Shares, stamped with a bank medallion guarantee,
along with a stock transfer power duly executed in blank by Pledgor,  to be held
by Pledgee as security.  Any other Collateral  received by Pledgor shall also be
delivered to Pledgee  together with any executed  stock powers or other transfer
documents  requested by Pledgee,  which request may be made at any time prior to
the date when the  Obligations  shall have been paid and otherwise  satisfied in
full.


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             2. VOTING POWER, DIVIDENDS, ETC. AND OTHER AGREEMENTS.

                           (a)       Unless and until an Event of Default as set
forth in Section 3 hereof has occurred, Pledgor shall be entitled to:

                                          (i)     exercise  all  voting   and/or
                 consensual powers pertaining to the Shares or other Collateral,
                 or any part thereof, for all purposes;

                                         (ii)  receive and retain dividends paid
                 with respect to the Shares or other Collateral; and

                                        (iii) receive the benefits of any income
                 tax  deductions  available  to  Pledgor as a shareholder of the
                 Company.

                           (b)     Pledgor agrees that it will not sell, assign,
                 transfer, pledge, hypothecate, encumber or otherwise dispose of
                 the Shares.

                           (c)     Pledgor agrees to pay all costs including all
                reasonable attorneys' fees and disbursements incurred by Pledgee
                in enforcing this Agreement in accordance with its terms.

                  3.       DEFAULT AND REMEDIES.

                           (a)      For the purposes of this Agreement "Event of
                Default" shall mean:

                                          (i)     default in or under any of the
                Obligations  after   the  expiration,   without  cure,  of   any
                applicable  cure  period   (including  the  failure  to  deliver
                Underlying  Shares  as  required by Section  3.1 of the Purchase
                Agreement and Section 5 of the Certificate of Designation); or

                                         (ii)   a breach in any material respect
                by Pledgor of any of its representations  or  warranties in this
                Agreement or the Transaction Documents; or

                                         (iii)    the occurrence of a Triggering
               Event  (as defined in the Certificate of Designation  (as defined
               in the Purchase Agreement)) under the Certificate of Designation.

                           (b)      Pledgee shall have the following rights upon
any Event of Default  and  for  so  long as the Obligations are not satisfied in
full:

                                          (i)   the rights and remedies provided
by the Uniform   COMMERCIAL CODE AS ADOPTED BY THE STATE OF NEW YORK (THE "UCC")
(as said law  may at any time be amended);


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                                         (ii)    the right to receive and retain
                  all dividends, payments  and other distributions  of  any kind
                  upon any or all of the Shares or other Collateral;

                                        (iii)   the right to cause any or all of
                  the Shares or other    Collateral to be transferred to its own
                  name or to the name of    its designee and have such  transfer
                  recorded in any place or places deemed appropriate by Pledgee;
                  and

                                         (iv)  the right to sell, at a public or


                   private sale,  the  Collateral or any  part thereof for cash,
                   upon  credit or  for  future  delivery,  and at such price or
                   prices  in  accordance  with  the  UCC  (as  such  law may be
                   amended from time to time). Upon any  such sale Pledgee shall
                   have the  right  to  deliver,  assign   and  transfer  to the
                   purchaser thereof the Collateral so sold.  Pledgee shall give
                   the Pledgor not less than ten (10) days'   written  notice of
                   its intention to make any such sale. Any  such sale, shall be
                   held at such time or times  during  ordinary  business  hours
                   and at such place or places  as Pledgee may fix in the notice
                   of such  sale.  Pledgee  may   adjourn  or cancel any sale or
                   cause the same to be adjourned  from time to time by announce
                   ment at the time and place fixed  for the sale, and such sale
                   may be made at any time or place  to which the same may be so
                   adjourned.  In  case of any  sale  of all or any  part of the
                   Collateral  upon  terms  calling for  payments in the future,
                   any  Collateral so sold may be  retained by Pledgee until the
                   selling price is paid by the  purchaser thereof,  but Pledgee
                   shall incur no  liability in  the case of the failure of such
                   purchaser to take up and pay for  the Collateral so sold and,
                   in the case of  such failure,  such  Collateral  may again be
                   sold  upon  like  notice.  Pledgee,   however,    instead  of
                   exercising  the power of sale herein  conferred  upon it, may
                   proceed by a suit or suits at law or in equity  to  foreclose
                   the  security   interest  and  sell  the  Collateral,  or any
                   portion   thereof,  under a judgment  or decree of a court or
                   courts of  competent  jurisdiction,  the Pledgor  having been
                   given due  notice of all such action.  Pledgee shall incur no
                   liability  as  a result  of a sale of the  Collateral  or any
                   part thereof.  All proceeds of any such sale, after deducting
                   the  reasonable   expenses  and  reasonable  attorneys'  fees
                   incurred in  connection  with such sale,  shall be applied in
                   reduction of  the  Obligations,  and the  remainder,  if any,
                   shall be paid to Pledgor.

                  4. APPLICATION OF PROCEEDS;  RELEASE. The proceeds of any sale
or  enforcement of or against all or any part of the  Collateral,  and any other
cash or  collateral at the time held by Pledgee  hereunder,  shall be applied by
Pledgee  first to the  payment  of the  reasonable  costs  of any  such  sale or
enforcement,  then to  reimburse  Pledgee  for any  damages,  costs or  expenses
incurred by Pledgee as a result of an Event of  Default,  then to the payment of
the principal  amount of, and interest and any other payments due in respect of,
the  Obligations.  The remainder,  if any, shall be paid to Pledgor.  As used in
this  Agreement,  "proceeds"  shall mean  cash,  securities  and other  property
realized in respect of, and distributions in kind of, the Collateral,  including
any thereof received under any reorganization, liquidation or adjustment of debt
of any issuer of securities included in the Collateral.

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<PAGE>



                  5.   REPRESENTATIONS AND WARRANTIES. Pledgor hereby represents
and warrants to Pledgee that:

                                          (i)      Pledgor  has  full power  and
                  authority and legal right to pledge the  Collateral to Pledgee
                  pursuant to this  Agreement   and this  Agreement  constitutes
                  a legal, valid and  binding obligation of  Pledgor enforceable
                  in  accordance  with its terms;

                                         (ii)       the  execution, delivery and

                   performance   of  this   Agreement  and   other   instruments
                   contemplated  herein will not violate  any  provision  of any
                   order or decree of any court or  governmental instrumentality
                   or of any mortgage,  indenture,   contract or other agreement
                   to which the  Pledgor is a party  or by which the Pledgor and
                   the  Collateral  may be  bound,  and  will not  result in the
                   creation or  imposition of  any lien,  charge or  encumbrance
                   on, or security interest in,  any of the Pledgor's properties
                   pursuant  to the  provisions   of such  mortgage,  indenture,
                   contract or other agreement;

                                        (iii)   Pledgor is the sole owner of the
                  Collateral  free  and  clear  of all liens and the Shares have
                  been  duly  authorized  and  validly  issued,  fully  paid and
                  non-assessable;

                                         (iv)     the Pledgor is duly organized,
                  validly existing and in good    standing under the laws of the
                  jurisdiction of its organization; and

                                          (v)     the  Shares are  eligible  for
                  resale by a Pledgor pursuant to Rule 144(k) promulgated  under
                  the  Securities  Act (assuming   that Pledgor is not itself an
                  affiliate of the Company  under such rule).

                  6. NO WAIVER; NO ELECTION OF REMEDIES.  No failure on the part
of Pledgee to exercise,  and no delay in exercising,  any right, power or remedy
hereunder  shall  operate as a waiver  thereof;  nor shall any single or partial
exercise by Pledgee of any right,  power or remedy preclude any other or further
exercise  thereof or the  exercise  of any other  right,  power or  remedy.  The
remedies  herein  provided are  cumulative and are not exclusive of any remedies
provided by law. In addition,  the exercise of any right or remedy of Pledgee at
law or equity  or under  this  Agreement  or any of the  documents  shall not be
deemed to be an election of Pledgee's rights or remedies under such documents or
at law or equity.

                  7. TERMINATION. This Agreement shall terminate on the earliest
of (i) the date on which an Underlying  Shares  Registration  Statement is first
declared effective by the Securities and Exchange  Commission and (ii) the date,
if any,  on which  all of the  Preferred  Shares  shall  have been  redeemed  in
accordance  with their  terms and (iii) the date on which all  Obligations  have
been satisfied, paid or discharged in full.

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<PAGE>



                  8. FURTHER  ASSURANCES.  The parties  hereto agree that,  from
time to time upon the written request of any party hereto, they will execute and
deliver such further  documents  and do such other acts and things as such party
may reasonably request in order fully to effect the purposes of this Agreement.

                  9.       MISCELLANEOUS.
                           -------------

                           (A)      MODIFICATION.    This Agreement contains the
entire  understanding  between the parties  with  respect to the subject  matter
hereof  and  specifically  incorporates  all prior oral and  written  agreements
relating to the subject matter hereof. No portion or provision of this Agreement
may be changed, modified, amended, waived, supplemented, discharged, canceled or
terminated orally or by any course of dealing, or in any manner other than by an
agreement in writing, signed by the party to be charged.

                           (B)       NOTICE.   Any  and  all  notices  or  other
communications  or  deliveries  required or permitted  to be provided  hereunder
shall be in writing and shall be deemed  given and  effective on the earliest of
(i) the date of  transmission,  if such notice or communication is delivered via
facsimile at the facsimile  telephone  number specified in this Section prior to
6:30 p.m.  (New York City time) on a Business  Day,  (ii) the Business Day after
the date of  transmission,  if such notice or  communication  is  delivered  via
facsimile at the facsimile  telephone  number  specified in this Agreement later
than 6:30 p.m. (New York City time) on any date and earlier than 11:59 p.m. (New
York City time) on such  date,  (iii) the  Business  Day  following  the date of
mailing,  if sent by nationally  recognized  overnight courier service,  or (iv)
upon  actual  receipt by the party to whom such  notice is required to be given.
The address for such notices and communications shall be as follows:

         If to Pledgor:                 CeleXx Corporation

                                        7251 West Palmetto Park Road, Suite 208,
                                        Boca Raton, Florida 33433
                                        Facsimile No.: (561) 395-1975
                                        Attn:  Chief Financial Officer


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<PAGE>



         With copies to:                    Atlas Perlman, P.A.
                                            350 Las Olas Boulevard, Suite 1700
                                            Fort Lauderdale, Florida 33301
                                            Facsimile No.: (954) 766-7800
                                            Attn: James M. Schneider, Esq.

         If to the Pledgee:                 Birch Circle LLC
                                            c/o Citco Trustees (Cayman) Limited
                                            Commercial Centre
                                            P.O. Box 31106 SMB
                                            Grand Cayman, Cayman Islands
                                            British West Indies
                                            Facsimile No.: (345) 945-7566

         With copies to:                    Robinson Silverman Pearce Aronsohn &
                                            Berman LLP
                                            1290 Avenue of the Americas
                                            New York, NY  10104
                                            Facsimile No.:   (212) 541-1432  and
                                            (212) 541-4630
                                            Attn:  Eric L. Cohen, Esq.

                           (C)     INVALIDITY.  If any part of this Agreement is
contrary  to,  prohibited  by,  or  deemed  invalid  under  applicable  laws  or
regulations,  such  provision  shall be  inapplicable  and deemed omitted to the
extent so contrary, prohibited or invalid, but the remainder hereof shall not be
invalidated thereby and shall be given effect so far as possible.

                           (D)    BENEFIT OF AGREEMENT.  This Agreement shall be
binding upon and inure to the parties hereto and their respective successors and
assigns.

                           (E)     MUTUAL AGREEMENT. This Agreement embodies the
arm's length  negotiation  and mutual  agreement  between the parties hereto and
shall not be construed against either party as having been drafted by it.

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<PAGE>



                           (F)     NEW YORK LAW TO GOVERN.  This Agreement shall
be governed by and construed  and enforced in accordance  with the internal laws
of the State of New York without  regard to the  principles  of conflicts of law
thereof. Each party hereby irrevocably submits to the exclusive  jurisdiction of
the  state and  Federal  courts  sitting  in the city of New  York,  borough  of
Manhattan,  for the  adjudication  of any  dispute  hereunder  or in  connection
herewith or with any transaction  contemplated  hereby or discussed herein,  and
hereby  irrevocably  waives,  and  agrees  not to assert in any suit,  action or
proceeding,  any claim that it is not personally  subject to the jurisdiction of
any such court or that such suit,  action or proceeding is improper.  Each party
hereby  irrevocably  waives personal  service of process and consents to process
being served in any such suit, action or proceeding by mailing a copy thereof to
such party at the address in effect for notices to it under this  Agreement  and
agrees that such service shall constitute good and sufficient service of process
and notice thereof. Nothing contained herein shall be deemed to limit in any way
any right to serve process in any manner permitted by law.

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                                              SIGNATURE PAGE FOLLOWS]

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<PAGE>


                  IN WITNESS WHEREOF,  the parties hereto have caused this Stock
Pledge Agreement to be duly executed by their respective  authorized  persons as
of the date first indicated above.

                           CELEXX CORPORATION

                           By:_____________________________________
                              Name:
                              Title:


                           BIRCH CIRCLE LLC

                           By:_____________________________________
                              Name:
                              Title:



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