SECURITY AGREEMENT

         SECURITY  AGREEMENT,   dated  as  of  April  7,  2000,  between  CeleXx
Corporation,  a Nevada Corporation ("Celexx" or the "Company"),  and the secured
parties  signatory  hereto  and  their  respective  endorsees,  transferees  and
assignees (collectively, the "SECURED PARTY").

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

         WHEREAS,  pursuant to a Secured  Convertible  Preferred  Stock Purchase
Agreement,  dated the date  hereof  among  CeleXx  and the  Secured  Party  (the
"PURCHASE  AGREEMENT"),  CeleXx has agreed to issue to the Secured Party and the
Secured  Party has agreed to purchase  from CeleXx an aggregate of 350 shares of
CeleXx's  6%  Series A  Secured  Convertible  Preferred  Stock  (the  "PREFERRED
STOCK"),  which are convertible into shares of CeleXx's Common Stock,  $.001 par
value per share (the "COMMON STOCK"). In connection therewith,  CeleXx issued to
the Secured Party certain Common Stock  purchase  warrants of even date herewith
     to purchase shares of Common stock (collectively, the "WARRANTS"); and

         WHEREAS, in order to induce the Secured Party to purchase the Preferred
Stock,  CeleXx has  agreed to execute  and  deliver  to the  Secured  Party this
Agreement  for the  benefit of the  Secured  Party and to grant to it a security
interest  in  certain  property  of  CeleXx,   to  secure  the  prompt  payment,
performance  and  discharge  in full of all of  CeleXx's  obligations  under the
Certificate of Designation  governing the Preferred  Stock (the  "CERTIFICATE OF
DESIGNATION"), the exercise and discharge in full of all of CeleXx's obligations
under the Warrants and the Company's  obligations  under the Purchase  Agreement
and  Registration  Rights  Agreement dated the date hereof among the Company and
the Secured Party (the  "REGISTRATION  RIGHTS AGREEMENT") and, together with the
Purchase  Agreement,  Certificate of Designation and Warrants,  the "TRANSACTION
DOCUMENTS").

         NOW, THEREFORE, in consideration of the agreements herein contained and
for other good and valuable consideration,  the receipt and sufficiency of which
is hereby acknowledged, the parties hereto hereby agree as follows:

         1. CERTAIN DEFINITIONS.  As used in this Agreement, the following terms
shall  have  the  meanings  set  forth in this  Section  1.  Terms  used but not
otherwise  defined in this  Agreement  that are  defined in Article 9 of the UCC
(such as  "GENERAL  INTANGIBLES"  AND  "PROCEEDS")  shall  have  the  respective
meanings given such terms in Article 9 of the UCC.

                  (A)  "COLLATERAL"  means the  collateral  in which the Secured
Party is granted a security  interest by this  Agreement and which shall include
the following,  whether  presently  owned  or existing or hereafter  acquired or


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coming  into  existence,  and  all  additions  and  accessions  thereto  and all
substitutions and replacements thereof, and all proceeds,  products and accounts
thereof,  including,  without limitation, all proceeds from the sale or transfer
of the Collateral  and of insurance  covering the same and of any tort claims in
connection therewith:

                           (i) All  Goods  of the  Company,  including,  without
                           limitations,  all  machinery,  equipment,  computers,
                           motor  vehicles,   trucks,   tanks,   boats,   ships,
                           appliances,  furniture,  special and  general  tools,
                           fixtures,  test and quality control devices and other
                           equipment  of every  kind  and  nature  and  wherever
                           situated,  together  with all  documents of title and
                           documents  representing  the same,  all additions and
                           accessions thereto,  replacements therefor, all parts
                           therefor,   and  all   substitutes  for  any  of  the
                           foregoing  and all  other  items  used and  useful in
                           connection  with  the  Company's  businesses  and all
                           improvements thereto (collectively, the "EQUIPMENT");
                           and

                           (ii)     All Inventory of the Company; and

                           (iii)  All  of  the  Company's  contract  rights  and
                           general intangibles,  including,  without limitation,
                           all partnership interests, stock or other securities,
                           licenses, distribution and other agreements, computer
                           software  development  rights,  leases,   franchises,
                           customer lists,  quality control  procedures,  grants
                           and  rights,  goodwill,  trademarks,  service  marks,
                           trade   styles,   trade   names,   patents,    patent
                           applications,   copyrights,   deposit  accounts,  AND
                           income  tax  refunds   (collectively,   the  "GENERAL
                           INTANGIBLES"); and

                           (iv) All  Receivables  of the Company  including  all
                           insurance   proceeds,   and   rights  to  refunds  or
                           indemnification  whatsoever owing,  together with all
                           instruments,  all documents of title representing any
                           of the  foregoing,  all rights in any  merchandising,
                           goods, equipment, motor vehicles and trucks which any
                           of the  same may  represent,  and all  right,  title,
                           security   and   guaranties   with  respect  to  each
                           Receivable,   including  any  right  of  stoppage  in
                           transit; and

                           (v) All of the Company's  documents,  instruments and
                           chattel  paper,  files,  records,  books of  account,
                           business papers,  computer  programs and the products
                           and proceeds of all of the foregoing  Collateral  set
                           forth in clauses (i)-(iv) above.

                  (B) "COMPANY" shall mean, collectively,  CeleXx and all of the
subsidiaries  of CeleXx,  a list of which is contained  in Schedule A,  attached
hereto.

                  (C) "OBLIGATIONS" means all of the Company's obligations under
this  Agreement  and the  Transaction  Documents,  in each case,  whether now or
hereafter existing,  voluntary or involuntary,  direct or indirect,  absolute or
contingent, liquidated or unliquidated, whether or not jointly owed with others,


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and  whether  or not from  time to time  decreased  or  extinguished  and  later
increased,  created or incurred,  and all or any portion of such  obligations or
liabilities  that are paid,  to the  extent  all or any part of such  payment is
avoided  or  recovered  directly  or  indirectly  from  the  Secured  Party as a
preference, fraudulent transfer or otherwise as such obligations may be amended,
supplemented, converted, extended or modified from time to time.

                  (D)  "SENIOR  INDEBTEDNESS"  means  (i) the lien and  security
interests  covering  the  collateral,  if any,  created in favor of Finova  Bank
("FINOVA") by virtue of any credit agreement  between Finova and the Company and
any  successor  facility  thereto if such  facility does not inhibit or restrict
CeleXx's  rights to perform its obligations  under the Transaction  Documents in
any material manner with respect to liquidated  damages and dividends;  and (ii)
the  lien  and  security  interests,  if any,  created  by the  $260,000  of the
indebtedness owed by Pinneast.com, Inc. to BB&T of South Carolina.

                  (E) "TWO THIRDS-IN-INTEREST"  means one or more of the secured
party signatories  hereto holding in excess of 66.66% of the outstanding  shares
of Preferred Stock, determined on a cumulative basis.

                  (F) "UCC"   means the Uniform Commercial Code, as currently in
effect in the State of Nevada.

         2. GRANT OF SECURITY  INTEREST.  As an inducement for the Secured Party
to purchase the Preferred  Stock and to secure the complete and timely  payment,
performance  and  discharge  in  full,  as  the  case  may  be,  of  all  of the
Obligations,  the Company  hereby,  unconditionally  and  irrevocably,  pledges,
grants and hypothecates to the Secured Party, a continuing security interest in,
a second lien upon and a right of set-off  against all of the  Company's  right,
title and interest of whatsoever  kind and nature in and to the collateral  (the
"SECURITY   INTEREST").   The  Secured  Party  acknowledges  that  the  security
interests,  if any, granted to the holders of the Senior Indebtedness shall have
a senior  position with respect to the Collateral  covered  thereby to the liens
and security interest created by this Agreement.

         3.REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS OF THE COMPANY.
The  Company  represents  and  warrants  to,  and covenants and agrees with, the
Secured Party as follows:

                  (a)  The  Company  has  the  requisite   corporate  power  and
authority  to  enter  into  this  Agreement  and  otherwise  to  carry  out  its
obligations thereunder.  The execution,  delivery and performance by the Company
of this Agreement and the filings contemplated therein have been duly authorized
by all  necessary  action on the part of the  Company  and no further  action is
required by the Company.

                  (b) The Company  represents  and warrants that it has no place
of business  or offices  where its  respective  books of account and records are
kept (other than temporarily at the offices of its attorneys or accountants)  or


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places where Collateral is stored or located,  except as set forth on Schedule A
attached hereto;

                  (c) The  Company is the sole owner of the  Collateral  (except
for  non-exclusive  licenses  granted by the Company in the  ordinary  course of
business), free and clear of any liens other than as specified in Schedule 3(c),
security interests,  encumbrances,  rights or claims, and is fully authorized to
grant the  Security  Interest  in and to pledge  the  Collateral.  Other than as
specified  in  Schedule  3(c),  there  is not on  file  in any  governmental  or
regulatory  authority,   agency  or  recording  office  an  effective  financing
statement,  security agreement,  license or transfer or any notice of any of the
foregoing  (other than those that have been filed in favor of the Secured  Party
pursuant to this Agreement) covering or affecting any of the Collateral. So long
as this  Agreement  shall be in effect,  the Company shall not execute and shall
not  knowingly  permit  to be on file in any  such  office  or  agency  any such
financing  statement or other document or instrument (except to the extent filed
or  recorded  in  favor  of the  Secured  Party  pursuant  to the  terms of this
Agreement).

                  (d) No part of the  Collateral  has  been  judged  invalid  or
unenforceable.  No written claim has been  received  that any  Collateral or the
Company's use of any  Collateral  violates the rights of any third party.  There
has been no adverse  decision to the Company's  claim of ownership  rights in or
exclusive  rights to use the Collateral in any  jurisdiction or to the Company's
right to keep and maintain such  Collateral in full force and effect,  and there
is no proceeding  involving said rights pending or, to the best knowledge of the
Company,   threatened  before  any  court,  judicial  body,   administrative  or
regulatory agency, arbitrator or other governmental authority.

                  (e) The  Company  shall at all  times  maintain  its  books of
account  and  records  relating  to the  Collateral  at its  principal  place of
business and its  Collateral  at the  locations set forth ON SCHEDULE A attached
hereto  and may not  relocate  such  books of account  and  records or  tangible
Collateral  unless it delivers  to the  Secured  Party at least 30 days prior to
such  relocation  (i) written  notice of such  relocation  and the new  location
thereof  (which  must be  within  the  United  States)  and (ii)  evidence  that
appropriate  financing  statements and other necessary documents have been filed
and recorded and other steps have been taken to perfect the Security Interest to
create in favor of the Secured  Party a valid,  perfected and  continuing  first
priority liens in the Collateral.

                  (f) This  Agreement  creates in favor of the  Secured  Party a
valid security  interest in the Collateral  securing the payment and performance
of the  Obligations  and, upon making the filings  described in the  immediately
following  sentence,  a perfected priority security interest in such Collateral.
The Secured Party acknowledges that the security  interests,  if any, granted to
the holders of the Senior Indebtedness shall have a senior position to the liens
and security interest created by this Agreement. Other than Senior Indebtedness,
CeleXx shall not, without the consent of the Secured Party,  create or suffer to
exist any lien for  borrowed  money  that is  senior  to the liens and  security
interests  created  by this  Agreement.  Except  for  the  filing  of  financing
statements  on Form  UCC-1  under the UCC with the  jurisdictions  indicated  on
Schedule B, attached  hereto,  no authorization or approval of or filing with or
notice to any  governmental  authority or regulatory body is required either (i)
for the grant by the Company of,  or the effectiveness of, the Security Interest


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granted hereby or for the execution,  delivery and performance of this Agreement
by the Company or (ii) for the perfection of or exercise by the Secured Party of
its rights and remedies hereunder.

                  (g) On the date of  execution of this  Agreement,  the Company
will deliver to the Secured Party one or more executed UCC financing  statements
on Form  UCC-1  with  respect  to the  Security  Interest  for  filing  with the
jurisdictions  indicated  on  Schedule  B,  attached  hereto  and in such  other
jurisdictions as may be requested by the Secured Party.

                  (h) The execution,  delivery and performance of this Agreement
does not  conflict  with or cause a breach or default,  or an event that with or
without the  passage of time or notice,  shall  constitute  a breach or default,
under any  agreement  to which the Company is a party or by which the Company is
bound.  No  consent  (including,  without  limitation,  from  stock  holders  or
creditors  of the Company) is required for the Company to enter into and perform
its obligations hereunder.

                  (i) The  Company  shall at all  times  maintain  the liens and
Security  Interest provided for hereunder as valid and perfected first or second
priority  liens and security  interests in the  Collateral  (as required by this
Section 3 with  respect to Senior  Indebtedness)  in favor of the Secured  Party
until this  Agreement and the Security  Interest  hereunder  shall be terminated
pursuant to Section 11. The Company hereby agrees to defend the same against any
and all persons.  The Company shall safeguard and protect all Collateral for the
account of the Secured Party.  At the request of the Secured Party,  the Company
will sign and deliver to the Secured  Party at any time or from time to time one
or more  financing  statements  pursuant  to the UCC  (or any  other  applicable
statute) in form  reasonably  satisfactory to the Secured Party and will pay the
cost of filing the same in all public offices  wherever  filing is, or is deemed
by the Secured  Party to be,  necessary  or  desirable  to effect the rights and
obligations  provided  for  herein.  Without  limiting  the  generality  of  the
foregoing,  the Company shall pay all fees, taxes and other amounts necessary to
maintain the Collateral  and the Security  Interest  hereunder,  and the Company
shall  obtain and furnish to the Secured  Party from time to time,  upon demand,
such releases and/or subordinations of claims and liens which may be required to
maintain the priority of the Security Interest hereunder.

                  (j)  The  Company  will  not  transfer,  pledge,  hypothecate,
encumber,  license (except for non-exclusive  licenses granted by the Company in
the  ordinary  course of  business),  sell or  otherwise  dispose  of any of the
Collateral without the prior written consent of the Secured Party.

                  (k)  The  Company  shall  keep  and  preserve  its  Equipment,
Inventory and other tangible Collateral in good condition,  repair and order and
shall not  operate or locate any such  Collateral  (or cause to be  operated  or
located) in any area excluded from insurance coverage.

                  (l) The  Company  shall,  within  ten (10)  days of  obtaining
knowledge thereof,  advise the Secured Party promptly,  in sufficient detail, of
any  substantial  change in the  Collateral,  and of the occurrence of any event
which would have a material  adverse effect on the value of the Collateral or on
the Secured Party's security interest therein.


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                  (m) The  Company  shall  promptly  execute  and deliver to the
Secured Party such further deeds, mortgages,  assignments,  security agreements,
financing   statements  or  other  instruments,   documents,   certificates  and
assurances  and take such further  action as the Secured  Party may from time to
time request and may in its sole discretion  deem necessary to perfect,  protect
or  enforce  its  security  interest  in  the  Collateral   including,   without
limitation,  the execution and delivery OF A separate  Security  Agreement  with
respect to the Company's intellectual property  ("INTELLECTUAL PROPERTY SECURITY
AGREEMENT")  in which the  Secured  Party has been  granted a security  interest
hereunder,  substantially  in a form  acceptable  to the  Secured  Party,  which
Intellectual Property Security Agreement, other than as stated therein, shall be
subject to all of the terms and conditions hereof.

                  (n)  The  Company  shall  permit  the  Secured  Party  and its
representatives  and agents to inspect the  Collateral at any time,  and to make
copies of  records  pertaining  to the  Collateral  as may be  requested  by the
Secured Party from time to time.

                  (o) The Company  will take all steps  reasonably  necessary to
diligently pursue and seek to preserve,  enforce and collect any rights, claims,
causes of action and accounts receivable in respect of the Collateral.

                  (p) The Company  shall  promptly  notify the Secured  Party in
sufficient detail upon becoming aware of any attachment,  garnishment, execution
or  other  legal  process  levied  against  any  Collateral  and  of  any  other
information  received by the Company that may materially affect the value of the
Collateral,  the  Security  Interest  or the rights and  remedies of the Secured
Party hereunder.

                  (q) All information  heretofore,  herein or hereafter supplied
to the  Secured  Party  by or on  behalf  of the  Company  with  respect  to the
Collateral  is accurate  and  complete in all  material  respects as of the date
furnished.

                  (R)  SCHEDULE A, attached hereto contains a list of all of the
subsidiaries of the Company.

          4.       DEFAULTS.  THE FOLLOWING EVENTS SHALL BE "EVENTS OF DEFAULT":

                  (a)    The occurrence of a Triggering Event (as defined in the
Certificate of Designation) under the Certificate of Designation;

                  (b) Any  representation  or  warranty  of the  Company in this
Agreement or in the Intellectual Property Security Agreement shall prove to have
been incorrect in any material respect when made;

                  (c) The  failure by the  Company to observe or perform  any of
its obligations hereunder or in the Intellectual Property Security Agreement for
ten (10) days after  receipt by the Company of notice of such  failure  from the
Secured Party;


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                  (d)    Any breach or default under the Warrants; and

                  (e)    An acceleration or Event of Default under the Company's
credit facility with Finova.

          5. DUTY TO HOLD IN TRUST.  Upon the occurrence of any Event of Default
and at any  time  thereafter,  the  Company  shall,  upon  receipt  by it of any
revenue, income or other sums subject to the Security Interest,  whether payable
pursuant to the Certificate of Designation or otherwise, or of any check, draft,
note, trade  acceptance or other instrument  evidencing an obligation to pay any
such sum,  hold the same in trust  for the  Secured  Party  and shall  forthwith
endorse and transfer any such sums or instruments, or both, to the Secured Party
for application to the satisfaction of the Obligations.

          6. RIGHTS AND REMEDIES UPON DEFAULT.  Upon  occurrence of any Event of
Default and at any time  thereafter,  the Secured  Party shall have the right to
exercise all of the remedies  conferred  hereunder and under the  Certificate of
Designation  and the  Warrants,  and the Secured Party shall have all the rights
and remedies of a secured  party under the UCC and/or any other  applicable  law
(including  the  Uniform  Commercial  Code  of any  jurisdiction  in  which  any
Collateral is then located).  Without  limitation,  the Secured Party shall have
the following rights and powers:

                  (a) The Secured Party shall have the right to take  possession
of the Collateral and, for that purpose,  enter,  with the aid and assistance of
any person, any premises where the Collateral, or any part thereof, is or may be
placed and remove the same,  and the Company shall  assemble the  Collateral and
make it available to the Secured  Party at places which the Secured  Party shall
reasonably  select,  whether at the Company's  premises or  elsewhere,  and make
available to the Secured Party,  without rent,  all of the Company's  respective
premises and facilities  for the purpose of the Secured Party taking  possession
of, removing or putting the Collateral in saleable or disposable form.

                  (b) The  Secured  Party  shall have the right to  operate  the
business of the Company using the Collateral and shall have the right to assign,
sell,  lease  or  otherwise  dispose  of and  deliver  all or  any  part  of the
Collateral,  at public or  private  sale or  otherwise,  either  with or without
special  conditions  or  stipulations,  for  cash  or on  credit  or for  future
delivery,  in such parcel or parcels and at such time or times and at such place
or places,  and upon such terms and  conditions  as the  Secured  Party may deem
commercially reasonable,  all without (except as shall be required by applicable
statute  and cannot be  waived)  advertisement  or demand  upon or notice to the
Company  or right of  redemption  of the  Company,  which are  hereby  expressly
waived. Upon each such sale, lease,  assignment or other transfer of Collateral,
the Secured  Party may,  unless  prohibited  by  applicable  law which cannot be
waived,  purchase all or any part of the  Collateral  being sold,  free from and
discharged  of all  trusts,  claims,  right of  redemption  and  equities of the
Company, which are hereby waived and released.


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         7.  APPLICATIONS OF PROCEEDS.  The proceeds of any such sale,  lease or
other  disposition of the Collateral  hereunder  shall be applied first,  to the
expenses of retaking,  holding,  storing,  processing  and  preparing  for sale,
selling, and the like (including,  without limitation, any taxes, fees and other
costs  incurred in connection  therewith) of the  Collateral,  to the reasonable
attorneys'  fees and expenses  incurred by the Secured  Party in  enforcing  its
rights hereunder and in connection with collecting, storing and disposing of the
Collateral,  and then to satisfaction of the Obligations,  and to the payment of
any other  amounts  required by  applicable  law,  after which the Secured Party
shall pay to the  Company any surplus  proceeds.  If, upon the sale,  license or
other  disposition of the Collateral,  the proceeds  thereof are insufficient to
pay all amounts to which the Secured Party is legally entitled, the Company will
be liable for the deficiency, together with interest thereon, at the rate of 18%
(or the lesser  amount  permitted  by  applicable  law) per annum (the  "DEFAULT
RATE"),  and the reasonable fees of any attorneys  employed by the Secured Party
to collect  such  deficiency.  To the extent  permitted by  applicable  law, the
Company waives all claims, damages and demands against the Secured Party arising
out of the repossession,  removal,  retention or sale of the Collateral,  unless
due to the gross negligence or willful misconduct of the Secured Party.

         8. COSTS AND  EXPENSES.  The  Company  agrees to pay all  out-of-pocket
fees,  costs and  expenses  incurred  in  connection  with any  filing  required
hereunder, including without limitation, any financing statements,  continuation
statements,  partial releases and/or  termination  statements related thereto or
any  expenses of any  searches  reasonably  required by the Secured  Party.  The
Company  shall also pay all other  claims and  charges  which in the  reasonable
opinion of the Secured Party might  prejudice,  imperil or otherwise  affect the
Collateral or the Security Interest therein. The Company will also, upon demand,
pay to the  Secured  Party  the  amount  of any  and  all  reasonable  expenses,
including the reasonable fees and expenses of its counsel and of any experts and
agents, which the Secured Party may incur in connection with (i) the enforcement
of this  Agreement,  (ii)  the  custody  or  preservation  of,  or the  sale of,
collection from, or other realization upon, any of the Collateral,  or (iii) the
exercise  or  enforcement  of any of the rights of the  Secured  Party under the
Certificate of Designation.  Until so paid, any fees payable  hereunder shall be
added to the Stated Value (as defined in the  Certificate of Designation) of the
Preferred Stock and shall bear interest at the Default Rate.

         9.  RESPONSIBILITY FOR COLLATERAL.  The Company assumes all liabilities
and responsibility in connection with all Collateral, and the obligations of the
Company hereunder or under the Certificate of Designation and the Warrants shall
in no way be affected or diminished by reason of the loss,  destruction,  damage
or theft of any of the Collateral or its unavailability for any reason.

         10. SECURITY INTEREST ABSOLUTE. All rights of the Secured Party and all
Obligations  of the  Company  hereunder,  shall be absolute  and  unconditional,
irrespective of: (a) any lack of validity or  enforceability  of this Agreement,
the  Certificate of Designation,  the Warrants or any agreement  entered into in
connection with the foregoing,  or any portion hereof or thereof; (b) any change
in the time,  manner or place of payment or performance of, or in any other term
of, all or any of the  Obligations,  or any other  amendment or waiver of or any
consent to any departure from the  Certificate of  Designation,  the Warrants or
any  other  agreement  entered  into  in  connection with the foregoing; (c) any
exchange,


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exchange,  release or nonperfection of any of the Collateral,  or any release or
amendment or waiver of or consent to departure from any other collateral for, or
any guaranty, or any other security, for all or any of the Obligations;  (d) any
action by the  Secured  Party to obtain,  adjust,  settle and cancel in its sole
discretion  any insurance  claims or matters made or arising in connection  with
the Collateral;  or (e) any other circumstance which might otherwise  constitute
any legal or equitable defense  available to the Company,  or a discharge of all
or any part of the Security Interest granted hereby. Until the Obligations shall
have been paid and  performed  in full,  the rights of the  Secured  Party shall
continue even if the Obligations are barred for any reason,  including,  without
limitation, the running of the statute of limitations or bankruptcy. The Company
expressly waives  presentment,  protest,  notice of protest,  demand,  notice of
nonpayment  and  demand  for  performance.  In the  event  that at any  time any
transfer  of any  Collateral  or any  payment  received  by  the  Secured  Party
hereunder shall be deemed by final order of a court of competent jurisdiction to
have been a voidable preference or fraudulent conveyance under the bankruptcy or
insolvency laws of the United States,  or shall be deemed to be otherwise due to
any party other than the Secured Party,  then, in any such event,  the Company's
obligations  hereunder shall survive  cancellation of this Agreement,  and shall
not be discharged or satisfied by any prior payment thereof and/or  cancellation
of this Agreement,  but shall remain a valid and binding obligation  enforceable
in accordance with the terms and provisions hereof. The Company waives all right
to require the Secured Party to proceed against any other person or to apply any
Collateral  which the Secured Party may hold at any time, or to marshal  assets,
or to pursue any other remedy.  The Company waives any defense arising by reason
of the  application  of the statute of  limitations  to any  obligation  secured
hereby.

         11. TERM OF AGREEMENT.  This Agreement and the Security  Interest shall
terminate  on the  earliest  of (i) the date on which a  registration  statement
registering  the  resale by the  Secured  Party of the  shares of the  Company's
Common Stock  issuable upon  conversion  of the  Company's  Series A Convertible
Preferred  Stock and Warrants issued to the Secured Party in connection with the
closing of the sale of such preferred  stock is first declared  effective by the
Securities  and  Exchange  Commission  and (ii) the date,  if any,  on which all
shares of Series A  Convertible  Preferred  Stock  shall have been  redeemed  in
accordance with its terms and (iii) the date on which all Obligations  have been
satisfied, paid or discharged in full. Upon such termination, the Secured Party,
at the request and at the expense of the  Company,  will join in  executing  any
termination statement with respect to any financing statement executed and filed
pursuant to this Agreement.

          12. POWER OF ATTORNEY;  FURTHER ASSURANCES. (a) The Company authorizes
the Secured  Party,  and does hereby  make,  constitute  and appoint it, and its
respective  officers,   agents,   successors  or  assigns  with  full  power  of
substitution, as the Company's true and lawful attorney-in-fact,  with power, in
its own name or in the name of the Company,  to, after the occurrence and during
the continuance of an Event of Default, (i) endorse any notes,  checks,  drafts,
money orders, or other instruments of payment (including  payments payable under
or in respect of any policy of insurance) in respect of the Collateral  that may
come into  possession  of the  Secured  Party;  (ii) to sign and endorse any UCC
financing  statement or any invoice,  freight or express  bill,  bill of lading,
storage  or   warehouse   receipts,   drafts   against   debtors,   assignments,
verifications  and notices in  connection  with  accounts,  and other  documents
relating to the Collateral;  (iii)  to pay or discharge taxes,   liens, security


                                       -9-


<PAGE>



interests or other  encumbrances  at any time levied or placed on or  threatened
against the Collateral; (iv) to demand, collect, receipt for, compromise, settle
and sue for monies due in respect of the Collateral;  and (v) generally,  to do,
at the option of the Secured Party, and at the Company's  expense,  at any time,
or from  time to  time,  all acts and  things  which  the  Secured  Party  deems
necessary to protect,  preserve and realize upon the Collateral and the Security
Interest  granted therein in order to effect the intent of this  Agreement,  the
Certificate of Designation  and the Warrants all as fully and effectually as the
Company  might or could  do;  and the  Company  hereby  ratifies  all that  said
attorney shall  lawfully do or cause to be done by virtue hereof.  This power of
attorney is coupled  with an interest and shall be  irrevocable  for the term of
this  Agreement  and  thereafter  as long  as any of the  Obligations  shall  be
outstanding.

                  (b) On a continuing  basis,  the Company  will make,  execute,
acknowledge,  deliver, file and record, as the case may be, in the proper filing
and recording places in any jurisdiction,  including,  without  limitation,  the
jurisdictions  indicated on Schedule B, attached hereto,  all such  instruments,
and take all such action as may reasonably be deemed necessary or advisable,  or
as reasonably  requested by the Secured Party, to perfect the Security  Interest
granted  hereunder  and  otherwise  to carry out the intent and purposes of this
Agreement,  or for assuring  and  confirming  to the Secured  Party the grant or
perfection of a security interest in all the Collateral.

                  (c) The Company hereby irrevocably  appoints the Secured Party
as the Company's attorney-in-fact, with full authority in the place and stead of
the  Company  and in the name of the  Company,  from time to time in the Secured
Party's  discretion,  to take any action and to execute any instrument which the
Secured Party may deem necessary or advisable to accomplish the purposes of this
Agreement,  including  the  filing,  in its  sole  discretion,  of  one or  more
financing or continuation statements and amendments thereto,  relative to any of
the Collateral without the signature of the Company where permitted by law.

         13.   NOTICES.  All notices, requests, demands and other communications
hereunder shall be in writing,  with copies to all the other parties hereto, and
shall be deemed to have been duly  given  when (i) if  delivered  by hand,  upon
receipt,  (ii) if sent by facsimile,  upon receipt of proof of sending  thereof,
(iii) if sent by  nationally  recognized  overnight  delivery  service  (receipt
requested), the next business day or (iv) if mailed by first-class registered or
certified  mail,  return receipt  requested,  postage  prepaid,  four days after
posting in the U.S. mails, in each case if delivered to the following addresses:

         If to the Company:              CeleXx Corporation

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

         With copies to:                 Atlas Perlman, P.A.
                                         350 Las Olas Boulevard, Suite 1700


                                      -10-


<PAGE>



                                            Fort Lauderdale, Florida 33301
                                            Facsimile No.: (954) 766-7800
                                            Attn: James M. Schneider, Esq.

         If to the Secured Party:           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) 541-4630  and
                                                             (212) 541-1460
                                            Attn: Eric L. Cohen. Esq.

         14.  OTHER  SECURITY.  To the extent  that the  Obligations  are now or
hereafter  secured by property  other than the  Collateral or by the  guarantee,
endorsement or property of any other person, firm,  corporation or other entity,
then the Secured Party shall have the right, in its sole discretion,  to pursue,
relinquish,  subordinate,  modify or take any other action with respect thereto,
without in any way modifying or affecting any of the Secured  Party's rights and
remedies hereunder.

         15.  ACTIONS BY THE SECURED  PARTY.  Any action  required or  permitted
hereunder to be taken by or on behalf of the secured  parties  signatory  hereto
shall,  for  such  action  to  be  valid,   require  the  approval  of  the  Two
Thirds-in-Interest prior to the taking of such action. If the consent,  approval
or disapproval of the secured parties  signatory hereto is required or permitted
pursuant to this Agreement,  such consent, approval or disapproval shall only be
valid if given by the Two Thirds-in- Interest.

         16.      MISCELLANEOUS.

                  (a) No course of dealing  between  the Company and the Secured
Party, nor any failure to exercise, nor any delay in exercising,  on the part of
the  Secured  Party,  any  right,  power or  privilege  hereunder  or under  the
Certificate  of  Designation  shall operate as a waiver  thereof;  nor shall any
single or  partial  exercise  of any  right,  power or  privilege  hereunder  or
thereunder preclude any other or further exercise thereof or the exercise of any
other right, power or privilege.

                  (b)   All of the rights and remedies of the Secured Party with
respect to the Collateral,  whether  established hereby or by the Certificate of
Designation or by any other agreements, instruments or documents or by law shall


                                      -11-


<PAGE>



be cumulative and may be exercised singly or concurrently.

                  (c) This  Agreement  constitutes  the entire  agreement of the
parties with respect to the subject  matter  hereof and is intended to supersede
all prior  negotiations,  understandings  and agreements  with respect  thereto.
Except  as  specifically  set  forth in this  Agreement,  no  provision  of this
Agreement may be modified or amended except by a written agreement  specifically
referring to this Agreement and signed by the parties hereto.

                  (d) In the event that any provision of this  Agreement is held
to be invalid,  prohibited or  unenforceable in any jurisdiction for any reason,
unless such  provision  is narrowed by  judicial  construction,  this  Agreement
shall, as to such jurisdiction,  be construed as if such invalid,  prohibited or
unenforceable  provision had been more  narrowly  drawn so as not to be invalid,
prohibited or unenforceable. If, notwithstanding the foregoing, any provision of
this  Agreement  is held  to be  invalid,  prohibited  or  unenforceable  in any
jurisdiction,  such provision, as to such jurisdiction,  shall be ineffective to
the  extent  of  such  invalidity,   prohibition  or  unenforceability   without
invalidating the remaining  portion of such provision or the other provisions of
this  Agreement  and without  affecting the validity or  enforceability  of such
provision or the other provisions of this Agreement in any other jurisdiction.

                  (e) No waiver of any breach or default or any right under this
Agreement  shall be  considered  valid unless in writing and signed by the party
giving  such  waiver,  and no such  waiver  shall  be  deemed  a  waiver  of any
subsequent breach or default or right,  whether of the same or similar nature or
otherwise.

                  (f)      This Agreement shall be binding upon and inure to the
benefit of each party hereto and its successors and assigns.

                  (g) Each party shall take such further  action and execute and
deliver such further  documents as may be necessary or  appropriate  in order to
carry out the provisions and purposes of this Agreement.

                  (h) This Agreement  shall be construed in accordance  with the
laws of the State of New York, except to the extent the validity,  perfection or
enforcement  of a security  interest  hereunder  in  respect  of any  particular
Collateral which are governed by a jurisdiction other than the State of New York
in which case such law shall  govern.  Each of the  parties  hereto  irrevocably
submits to the  exclusive  jurisdiction  of any New York State or United  States
Federal court  sitting in New York county over any action or proceeding  arising
out of or relating to this Agreement,  and the parties hereto hereby irrevocably
agree that all claims in respect of such action or  proceeding  may be heard and
determined  in such New York State or Federal  court.  The parties  hereto agree
that a final  judgment in any such action or proceeding  shall be conclusive and
may be enforced in other  jurisdictions  by suit on the judgment or in any other
manner provided by law.


                                      -12-


<PAGE>


The parties hereto further waive any objection to venue in the State of New York
and any  objection  to an action or  proceeding  in the State of New York on the
basis of forum non convenient.

                  (i) EACH PARTY HERETO  HEREBY  AGREES TO WAIVE ITS  RESPECTIVE
RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT
OF THIS AGREEMENT.  THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL  ENCOMPASSING
OF ANY  DISPUTES  THAT MAY BE FILED IN ANY COURT AND THAT  RELATE TO THE SUBJECT
MATTER OF THIS AGREEMENT,  INCLUDING WITHOUT  LIMITATION  CONTRACT CLAIMS,  TORT
CLAIMS,  BREACH OF DUTY CLAIMS AND ALL OTHER  COMMON LAW AND  STATUTORY  CLAIMS.
EACH PARTY HERETO  ACKNOWLEDGES  THAT THIS WAIVER IS A MATERIAL  INDUCEMENT  FOR
EACH PARTY TO ENTER INTO A BUSINESS  RELATIONSHIP,  THAT EACH PARTY HAS  ALREADY
RELIED ON THIS WAIVER IN ENTERING  INTO THIS  AGREEMENT AND THAT EACH PARTY WILL
CONTINUE TO RELY ON THIS WAIVER IN THEIR  RELATED  FUTURE  DEALINGS.  EACH PARTY
FURTHER  WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL
COUNSEL,  AND THAT SUCH PARTY KNOWINGLY AND  VOLUNTARILY  WAIVES ITS RIGHTS TO A
JURY TRIAL  FOLLOWING SUCH  CONSULTATION.  THIS WAIVER IS  IRREVOCABLE,  MEANING
THAT,  NOTWITHSTANDING  ANYTHING HEREIN TO THE CONTRARY,  IT MAY NOT BE MODIFIED
EITHER  ORALLY OR IN  WRITING,  AND THIS WAIVER  SHALL  APPLY TO ANY  SUBSEQUENT
AMENDMENTS,  RENEWALS AND SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT. IN THE
EVENT OF A LITIGATION,  THIS  AGREEMENT  MAY BE FILED AS A WRITTEN  CONSENT TO A
TRIAL BY THE COURT.

                  (j)  This   Agreement   may  be  executed  in  any  number  of
counterparts,  each of which when so executed  shall be deemed to be an original
and, all of which taken together shall constitute one and the same Agreement. In
the event that any  signature  is  delivered  by  facsimile  transmission,  such
signature shall create a valid binding  obligation of the party executing (or on
whose behalf such signature is executed) the same with the same force and effect
as if such facsimile signature were the original thereof.

                              * * * * * * * * * * *


                                      -13-


<PAGE>



                  IN WITNESS  WHEREOF,  the  parties  hereto  have  caused  this
Security Agreement to be duly executed on the day and year first above written.

                                        CeleXx CORPORATION

                                        By:_____________________________________
                                           Name:
                                           Title:

                                        BIRCH CIRCLE LLC

                                        By:_____________________________________
                                           Name:
                                           Title:


                                      -14-


<PAGE>



                                   SCHEDULE A



PRINCIPAL PLACE OF BUSINESS OF THE COMPANY:
------------------------------------------




LOCATIONS WHERE COLLATERAL IS LOCATED OR STORED:
-----------------------------------------------



LIST OF SUBSIDIARIES OF CeleXx:













                                      -15-


<PAGE>




                                   SCHEDULE B

JURISDICTIONS:

















                                      -16-