NEITHER THESE  SECURITIES  NOR THE  SECURITIES  INTO WHICH THESE  SECURITIES ARE
EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE  COMMISSION OR
THE  SECURITIES  COMMISSION  OF ANY STATE IN  RELIANCE  UPON AN  EXEMPTION  FROM
REGISTRATION  UNDER SECURITIES ACT OF 1933, AS AMENDED (THE  "SECURITIES  ACT"),
AND,  ACCORDINGLY,  MAY NOT BE OFFERED OR SOLD EXCEPT  PURSUANT TO AN  EFFECTIVE
REGISTRATION  STATEMENT  UNDER THE  SECURITIES  ACT OR PURSUANT TO AN  AVAILABLE
EXEMPTION FROM THE REGISTRATION  REQUIREMENTS  THEREUNDER AND IN COMPLIANCE WITH
APPLICABLE STATE SECURITIES OR BLUE SKY LAWS.

                               CELEXX CORPORATION

                                     WARRANT

Warrant No.2                                                Dated: April 7, 2000


         Celexx  Corporation,  a  Nevada  corporation  (the  "Company"),  hereby
certifies  that,  for value  received,  Wellington  Capital  Corporation  or its
registered  assigns  ("Holder"),  is  entitled,  subject  to the terms set forth
below,  to purchase  from the Company up to a total of 280,000  shares of common
stock, $.001 par value per share (the "Common Stock"), of the Company (each such
share,  a "Warrant  Share" and all such  shares,  the  "Warrant  Shares")  at an
exercise  price  equal to $3.54  per  share  (as  adjusted  from time to time as
provided in Section 8, the "Exercise Price"),  at any time and from time to time
from and after the date  hereof and  through  and  including  April 7, 2003 (the
"Expiration Date"), and subject to the following terms and conditions:

                  1.  REGISTRATION  OF WARRANT.  The Company shall register this
Warrant,  upon  records to be  maintained  by the Company for that  purpose (the
"Warrant Register"),  in the name of the record Holder hereof from time to time.
The  Company  may deem and treat the  registered  Holder of this  Warrant as the
absolute owner hereof for the purpose of any exercise hereof or any distribution
to the Holder, and for all other purposes, and the Company shall not be affected
by notice to the contrary.

                  2.  REGISTRATION OF TRANSFERS AND EXCHANGES.

     (a) The Company shall  register the transfer of any portion of this Warrant
in the  Warrant  Register,  upon  surrender  of this  Warrant,  with the Form of
Assignment  attached hereto duly completed and signed,  to the Transfer Agent or
to the  Company at its address for notice set forth in Section 12. Upon any such
registration   or  transfer,   a  new  warrant  to  purchase  Common  Stock,  in


                                                                         Warrant


                                       -1-


<PAGE>


substantially the form of this Warrant (any such new warrant,  a "New Warrant"),
evidencing  the portion of this  Warrant so  transferred  shall be issued to the
transferee and a New Warrant  evidencing  the remaining  portion of this Warrant
not so  transferred,  if any, shall be issued to the  transferring  Holder.  The
acceptance  of the New  Warrant by the  transferee  thereof  shall be deemed the
acceptance of such  transferee of all of the rights and  obligations of a holder
of a Warrant.

     (b) This Warrant is  exchangeable,  upon the surrender hereof by the Holder
to the office of the  Company at its  address for notice set forth in Section 12
for one or more New Warrants,  evidencing in the aggregate the right to purchase
the number of Warrant Shares which may then be purchased hereunder. Any such New
Warrant will be dated the date of such exchange.

                3.       DURATION AND EXERCISE OF WARRANTS.

     (a) This  Warrant  shall be  exercisable  by the  registered  Holder on any
business day before 6:30 P.M.,  New York City time, at any time and from time to
time on or after the date hereof to and including the  Expiration  Date. At 6:30
P.M., New York City time on the Expiration Date, the portion of this Warrant not
exercised  prior thereto shall be and become void and of no value.  Prior to the
Expiration  Date,  the Company  may not call or  otherwise  redeem this  Warrant
without the prior written consent of the Holder.

     (b) Upon  surrender of this Warrant,  with the Form of Election to Purchase
attached  hereto duly  completed  and signed,  to the Company at its address for
notice set forth in Section 12 and upon payment of the Exercise Price multiplied
by the number of Warrant Shares that the Holder  intends to purchase  hereunder,
in the manner provided hereunder,  all as specified by the Holder in the Form of
Election to Purchase,  the Company shall  promptly (but in no event later than 3
business days after the Date of Exercise (as defined  herein)) issue or cause to
be issued and cause to be delivered  to or upon the written  order of the Holder
and in such name or names as the Holder may  designate,  a  certificate  for the
Warrant Shares issuable upon such exercise,  free of restrictive  legends except
(i) either in the event that a registration statement covering the resale of the
Warrant Shares and naming the Holder as a selling stockholder  thereunder is not
then effective or the Warrant Shares are not freely transferable  without volume
restrictions  pursuant to Rule 144(k)  promulgated  under the  Securities Act of
1933, as amended (the "Securities Act"), or (ii) if this Warrant shall have been
issued  pursuant  to a written  agreement  between the  original  Holder and the
Company,  as required by such agreement.  Any person so designated by the Holder
to receive  Warrant  Shares  shall be deemed to have become  holder of record of
such  Warrant  Shares as of the Date of  Exercise of this  Warrant.  The Company
shall, upon request of the Holder, if available, use its best efforts to deliver
Warrant Shares hereunder electronically through the Depository Trust Corporation
or another established clearing corporation performing similar functions.

     A "Date of  Exercise"  means  the  date on which  the  Company  shall  have
received (i) this Warrant (or any New Warrant, as applicable),  with the Form of
Election  to  Purchase  attached  hereto  (or  attached  to  such  New  Warrant)
appropriately  completed and duly signed, and (ii) payment of the Exercise Price
for the  number  of  Warrant  Shares so  indicated  by the  holder  hereof to be
purchased.

                                                                         Warrant


                                       -2-


<PAGE>



     (c) This Warrant shall be exercisable, either in its entirety or, from time
to time, for a portion of the number of Warrant Shares.  If less than all of the
Warrant  Shares which may be purchased  under this Warrant are  exercised at any
time,  the Company  shall  issue or cause to be issued,  at its  expense,  a New
Warrant  evidencing the right to purchase the remaining number of Warrant Shares
for which no exercise has been evidenced by this Warrant.

                  4. PIGGYBACK  REGISTRATION  RIGHTS.  During the  Effectiveness
Period (as defined in the Registration Rights Agreement,  of even date herewith,
between  the  Company  and the  original  Holder),  the Company may not file any
registration  statement with the Securities and Exchange  Commission (other than
registration  statements  of the Company  filed on Form S-8 or Form S-4, each as
promulgated  under  the  Securities  Act,  pursuant  to  which  the  Company  is
registering  securities  pursuant to a Company employee benefit plan or pursuant
to a merger,  acquisition or similar transaction  including supplements thereto,
but  not  additionally  filed   registration   statements  in  respect  of  such
securities)  at any time when there is not an effective  registration  statement
covering  the  resale of the  Warrant  Shares and naming the Holder as a selling
stockholder  thereunder,  unless the Company  provides  the Holder with not less
than 20 days notice of its  intention to file such  registration  statement  and
provides the Holder the option to include any or all of the  applicable  Warrant
Shares therein. The piggyback registration rights granted to the Holder pursuant
to this Section shall  continue  until all of the Holder's  Warrant  Shares have
been sold in  accordance  with an effective  registration  statement or upon the
Expiration  Date. The Company will pay all  registration  expenses in connection
therewith.

                  5.  PAYMENT OF TAXES.  The  Company  will pay all  documentary
stamp taxes  attributable to the issuance of Warrant Shares upon the exercise of
this Warrant;  provided,  however, that the Company shall not be required to pay
any tax  which  may be  payable  in  respect  of any  transfer  involved  in the
registration of any  certificates for Warrant Shares or Warrants in a name other
than that of the  Holder.  The  Holder  shall be  responsible  for all other tax
liability that may arise as a result of holding or transferring  this Warrant or
receiving Warrant Shares upon exercise hereof.

                  6. REPLACEMENT OF WARRANT. If this Warrant is mutilated, lost,
stolen or  destroyed,  the Company shall issue or cause to be issued in exchange
and  substitution  for  and  upon  cancellation   hereof,  or  in  lieu  of  and
substitution for this Warrant, a New Warrant,  but only upon receipt of evidence
reasonably  satisfactory  to the Company of such loss,  theft or destruction and
indemnity, if requested,  satisfactory to it. Applicants for a New Warrant under
such circumstances shall also comply with such other reasonable  regulations and
procedures and pay such other reasonable charges as the Company may prescribe.

                  7. RESERVATION OF WARRANT SHARES.  The Company  covenants that
it will at all times  reserve and keep  available  out of the  aggregate  of its
authorized but unissued  Common Stock,  solely for the purpose of enabling it to
issue  Warrant  Shares upon  exercise of this  Warrant as herein  provided,  the
number of  Warrant  Shares  which are then  issuable  and  deliverable  upon the
exercise of this entire Warrant, free from preemptive rights or any other actual
contingent purchase rights of persons other than the Holder (taking into account
the adjustments and  restrictions of Section 8). The Company  covenants that all
Warrant Shares that shall be so issuable and deliverable shall, upon

                                                                         Warrant


                                       -3-


<PAGE>



issuance and the payment of the applicable Exercise Price in accordance with the
terms  hereof,  be duly  and  validly  authorized,  issued  and  fully  paid and
nonassessable.

                  8.  CERTAIN  ADJUSTMENTS.  The  Exercise  Price and  number of
Warrant Shares  issuable upon exercise of this Warrant are subject to adjustment
from time to time as set forth in this Section 8. Upon each such  adjustment  of
the Exercise Price pursuant to this Section 8, the Holder shall thereafter prior
to the Expiration Date be entitled to purchase,  at the Exercise Price resulting
from such  adjustment,  the number of Warrant Shares obtained by multiplying the
Exercise Price in effect  immediately  prior to such adjustment by the number of
Warrant Shares issuable upon exercise of this Warrant  immediately prior to such
adjustment and dividing the product thereof by the Exercise Price resulting from
such adjustment.

     (a) If the  Company,  at any time while this  Warrant is  outstanding,  (i)
shall pay a stock  dividend  (except  scheduled  dividends  paid on  outstanding
preferred  stock as of the date hereof which contain a stated  dividend rate) or
otherwise make a distribution or  distributions on shares of its Common Stock or
on any other  class of capital  stock  payable in shares of Common  Stock,  (ii)
subdivide  outstanding shares of Common Stock into a larger number of shares, or
(iii)  combine  outstanding  shares of  Common  Stock  into a smaller  number of
shares,  the  Exercise  Price  shall be  multiplied  by a fraction  of which the
numerator  shall be the  number of shares of Common  Stock  (excluding  treasury
shares, if any) outstanding before such event and of which the denominator shall
be the number of shares of Common  Stock  (excluding  treasury  shares,  if any)
outstanding after such event. Any adjustment made pursuant to this Section shall
become  effective  immediately  after the record date for the  determination  of
stockholders  entitled to receive such dividend or distribution and shall become
effective  immediately  after the effective date in the case of a subdivision or
combination, and shall apply to successive subdivisions and combinations.

     (b) In case of any  reclassification  of the Common Stock or any compulsory
share  exchange  pursuant  to which the  Common  Stock is  converted  into other
securities, cash or property, then the Holder shall have the right thereafter to
exercise  this  Warrant only into the shares of stock and other  securities  and
property  receivable  upon or  deemed  to be held by  holders  of  Common  Stock
following  such  reclassification  or share  exchange,  and the Holder  shall be
entitled upon such event to receive such amount of securities or property  equal
to the amount of Warrant Shares such Holder would have been entitled to had such
Holder  exercised this Warrant  immediately  prior to such  reclassification  or
share exchange.  The terms of any such  reclassification or share exchange shall
include  such terms so as to continue to give to the Holder the right to receive
the  securities  or property  set forth in this  Section  8(b) upon any exercise
following any such reclassification or share exchange.

     (c) If the Company,  at any time while this Warrant is  outstanding,  shall
distribute  to all holders of Common Stock (and not to holders of this  Warrant)
evidences of its  indebtedness  or assets or rights or warrants to subscribe for
or purchase any security  (excluding those referred to in Sections 8(a), (b) and
(d)),  then in each  such  case  the  Exercise  Price  shall  be  determined  by
multiplying  the Exercise Price in effect  immediately  prior to the record date
fixed for determination of stockholders entitled to receive such distribution by
a fraction of which the denominator shall be the Exercise Price determined as of
the record date mentioned above, and of

                                                                         Warrant


                                       -4-


<PAGE>



which the numerator  shall be such  Exercise  Price on such record date less the
then fair  market  value at such  record  date of the  portion of such assets or
evidence of indebtedness so distributed  applicable to one outstanding  share of
Common  Stock  as  determined  by the  Company's  independent  certified  public
accountants that regularly examines the financial  statements of the Company (an
"Appraiser").

     (d) If the Company or any subsidiary thereof, as applicable with respect to
Common Stock  Equivalents (as defined below),  at any time while this Warrant is
outstanding,  shall issue shares of Common Stock or rights, warrants, options or
other  securities or debt that is convertible into or exchangeable for shares of
Common  Stock  ("COMMON  STOCK  EQUIVALENTS"),  entitling  any person to acquire
shares of Common Stock at a price per share less than the Exercise Price (if the
holder of the Common  Stock or Common  Stock  Equivalent  so issued shall at any
time,  whether by operation of purchase  price  adjustments,  reset  provisions,
floating  conversion,  exercise  or  exchange  prices  or  otherwise,  or due to
warrants, options or rights issued in connection with such issuance, be entitled
to receive shares of Common Stock at a price less than the Exercise Price,  such
issuance  shall be deemed to have  occurred for less than the  Exercise  Price),
then the Exercise  Price shall be  multiplied  by a fraction,  the  numerator of
which  shall be the  number of shares of Common  Stock  outstanding  immediately
prior to the issuance of such Common Stock or such Common Stock Equivalents plus
the number of shares of Common Stock which the offering price for such shares of
Common Stock or Common Stock  Equivalents  would purchase at the Exercise Price,
and the  denominator of which shall be the sum of the number of shares of Common
Stock  outstanding  immediately prior to such issuance plus the number of shares
of Common Stock so issued or issuable,  provided,  that for purposes hereof, all
shares of Common Stock that are issuable upon  conversion,  exercise or exchange
of Common Stock  Equivalents shall be deemed  outstanding  immediately after the
issuance  of such  Common  Stock  Equivalents.  Such  adjustment  shall  be made
whenever such Common Stock or Common Stock Equivalents are issued. However, upon
the expiration of any Common Stock Equivalents the issuance of which resulted in
an adjustment in the Exercise Price pursuant to this Section, if any such Common
Stock Equivalents  shall expire and shall not have been exercised,  the Exercise
Price  shall  immediately  upon such  expiration  be  recomputed  and  effective
immediately  upon such  expiration be increased to the price which it would have
been (but  reflecting any other  adjustments in the Exercise Price made pursuant
to the  provisions  of this  Section  after the  issuance of such  Common  Stock
Equivalents)  had the adjustment of the Exercise Price made upon the issuance of
such  Common  Stock   Equivalents  been  made  on  the  basis  of  offering  for
subscription or purchase only that number of shares of the Common Stock actually
purchased upon the exercise of such Common Stock Equivalents actually exercised.
Notwithstanding  the foregoing,  the following  shall not be deemed to be Common
Stock  Equivalents:  (i)  issuances  pursuant to a grant or exercise of stock or
options which may hereafter be granted or exercised  under any employee  benefit
plan of the Company now existing or to be implemented in the future, (ii) shares
of Common Stock issued in connection  with a Strategic  Transaction  (as defined
below),  (iii)  issuances  of shares of Common  Stock as payment of the purchase
price for an acquisition of assets or stock of an unaffiliated  Person, and (iv)
shares of Common Stock issued in connection  with a strategic  transaction.  for
purposes of this section, a "STRATEGIC  TRANSACTION" shall mean a transaction or
relationship  in which the Company  issues  shares of Common  Stock to an entity
which is, itself or through its subsidiaries, an operating company in a business
related  to the  business  of the  Company  and in which  the  Company  receives
material benefits in addition to the investment of funds,  but shall not include

                                                                         Warrant


                                       -5-


<PAGE>



a  transaction  in which the  Company is issuing  securities  primarily  for the
purpose of raising capital.

     (e) In case of any (1) merger or  consolidation of the Company with or into
another  Person,  or (2) sale by the Company of more than one-half of the assets
of  the  Company  (on a  book  value  basis)  in  one  or a  series  of  related
transactions,  the  Holder  shall have the right  thereafter  to  exercise  this
Warrant  for the  shares  of stock  and  other  securities,  cash  and  property
receivable  upon or deemed to be held by holders of Common Stock  following such
merger,  consolidation or sale, and the Holder shall be entitled upon such event
or series of  related  events to receive  such  amount of  securities,  cash and
property as the Common  Stock for which this Warrant  could have been  exercised
immediately  prior to such  merger,  consolidation  or  sales  would  have  been
entitled. The terms of any such merger, sale or consolidation shall include such
terms so as  continue  to give the Holder the right to receive  the  securities,
cash and property set forth in this Section upon any  conversion  or  redemption
following such event.  This provision  shall  similarly apply to successive such
events.

     (f) For the purposes of this Section 8, the following clauses shall also be
applicable:

     (I) RECORD DATE.  In case the Company shall take a record of the holders of
its Common Stock for the purpose of entitling  them (A) to receive a dividend or
other  distribution  payable in Common  Stock or in  securities  convertible  or
exchangeable  into shares of Common  Stock,  or (B) to subscribe for or purchase
Common Stock or securities  convertible  or  exchangeable  into shares of Common
Stock, then such record date shall be deemed to be the date of the issue or sale
of the  shares of  Common  Stock  deemed  to have  been  issued or sold upon the
declaration  of such  dividend or the making of such other  distribution  or the
date of the granting of such right of subscription or purchase,  as the case may
be.

     (II) TREASURY SHARES.  The number of shares of Common Stock  outstanding at
any given time shall not include  shares  owned or held by or for the account of
the Company, and the disposition of any such shares shall be considered an issue
or sale of Common Stock.

     (g) All calculations under this Section 8 shall be made to the nearest cent
or the nearest 1/100th of a share, as the case may be.

     (h) Whenever the Exercise Price is adjusted pursuant to Section 8(c) above,
the Holder, after receipt of the determination by the Appraiser,  shall have the
right to select an additional appraiser (which shall be a nationally  recognized
accounting  firm), in which case the adjustment shall be equal to the average of
the  adjustments  recommended by each of the Appraiser and such  appraiser.  The
Holder  shall  promptly  mail or cause to be  mailed  to the  Company,  a notice
setting forth the Exercise Price after such adjustment and setting forth a brief
statement of the facts requiring such  adjustment.  Such adjustment shall become
effective immediately after the record date mentioned above.

                                                                         Warrant


                                       -6-


<PAGE>



                (i)      If:

                   (i)     the  Company  shall  declare a dividend (or any other
                           distribution) on its Common Stock; or

                  (ii)     the Company shall declare a special nonrecurring cash
                           dividend on or a redemption of its Common Stock; or

                 (iii)     the  Company  shall  authorize  the  granting  to all
                           holders of the Common  Stock rights  or  warrants  to
                           subscribe for or purchase any shares of capital stock
                           of any class or of any rights; or

                  (iv)     the approval of any stockholders of the Company shall
                           be  required in  connection with any reclassification
                           of  the  Common Stock, any consolidation or merger to
                           which the Company is a party, any sale or transfer of
                           all  or  substantially  all  of  the  assets  of  the
                           Company, or any compulsory share exchange whereby the
                           Common Stock is converted into other securities, cash
                           or property; or

                  (v)      the   Company   shall   authorize    the    voluntary
                           dissolution, liquidation or winding up of the affairs
                           of the Company,

then the Company shall cause to be mailed to each Holder at their last addresses
as they shall appear upon the Warrant Register,  at least 20 calendar days prior
to the  applicable  record or effective  date  hereinafter  specified,  a notice
stating  (x) the date on which a record is to be taken for the  purpose  of such
dividend, distribution, redemption, rights or warrants, or if a record is not to
be taken,  the date as of which  the  holders  of  Common  Stock of record to be
entitled to such dividend, distributions,  redemption, rights or warrants are to
be  determined  or (y) the date on which such  reclassification,  consolidation,
merger,  sale,  transfer or share  exchange is expected to become  effective  or
close,  and the date as of which it is expected  that holders of Common Stock of
record  shall  be  entitled  to  exchange  their  shares  of  Common  Stock  for
securities,  cash or other  property  deliverable  upon  such  reclassification,
consolidation,  merger, sale, transfer, share exchange, DISSOLUTION, LIQUIDATION
OR WINDING UP;  PROVIDED,  HOWEVER,  that the failure to mail such notice or any
defect  therein or in the mailing  thereof  shall not affect the validity of the
corporate action required to be specified in such notice.

                  9.       PAYMENT OF EXERCISE PRICE.   The Holder shall pay the
Exercise Price in one of the following manners:

                           (A) CASH EXERCISE. The Holder may deliver immediately
                               available funds;
                      or

                                                                         Warrant


                                       -7-


<PAGE>



                           (B)      CASHLESS EXERCISE.  The Holder may surrender
this Warrant to the Company together  with a notice  of  cashless  exercise,  in
which event the Company  shall  issue to the Holder the number of Warrant Shares
determined as follows:

                                    X = Y [(A-B)/A]
         where:
                                    X = the  number  of  Warrant  Shares  to  be
                                    issued to the Holder.

                                    Y  =  the  number  of  Warrant  Shares  with
                                    respect  to  which  this  Warrant  is  being
                                    exercised.

                                    A = the average of the  closing  sale prices
                                    of the Common Stock for the five (5) trading
                                    days   immediately   prior   to   (but   not
                                    including) the Date of Exercise.

                                    B = the Exercise Price.

For purposes of Rule 144  promulgated  under the Securities Act, it is intended,
understood  and  acknowledged  that the  Warrant  Shares  issued  in a  cashless
exercise  transaction  shall be deemed to have been acquired by the Holder,  and
the  holding  period  for the  Warrant  Shares  shall  be  deemed  to have  been
commenced, on the issue date.

                  10.      CERTAIN EXERCISE RESTRICTIONS

                           (a)     A Holder may not exercise this Warrant to the
extent such  exercise  would result in the Holder,  together  with any affiliate
thereof,  beneficially owning (as determined in accordance with Section 13(d) of
the  Securities  Exchange Act of 1934, as amended (the  "EXCHANGE  ACT") and the
rules  promulgated  thereunder)  in  excess of  4.999%  of the then  issued  and
outstanding shares of Common Stock, including shares issuable upon such exercise
and held by such Holder after application of this Section. Since the Holder will
not be  obligated  to report to the Company the number of shares of Common Stock
it may hold at the time of an exercise  hereunder,  unless the exercise at issue
would  result in the  issuance of shares of Common  Stock in excess of 4.999% of
the then  outstanding  shares of Common Stock without regard to any other shares
which may be  beneficially  owned by the  Holder or an  affiliate  thereof,  the
Holder  shall  have the  authority  and  obligation  to  determine  whether  the
restriction  contained  in this  Section  will  limit  any  particular  exercise
hereunder  and to the extent  that the  Holder  determines  that the  limitation
contained in this Section  applies,  the  determination of which portion of this
Warrant is exercisable shall be the responsibility and obligation of the Holder.
If the Holder has  delivered  a Form of  Election  to  Purchase  for a number of
Warrant  Shares that,  without regard to any other shares that the Holder or its
affiliates may  beneficially  own, would result in the issuance in excess of the
permitted amount hereunder, the Company shall notify the Holder of this fact and
shall honor the exercise for the maximum portion of this Warrant permitted to be
exercised  on such Date of Exercise  in  accordance  with the periods  described
herein and, at the option of the Holder,  either keep the portion of the Warrant
tendered for exercise in excess of the  permitted  amount  hereunder  for future


                                                                         Warrant


                                       -8-


<PAGE>


exercises  or return  such  excess  portion of the  Warrant to the  Holder.  The
provisions  of this Section may be waived by a Holder (but only as to itself and
not to any other Holder) upon not less than 61 days prior notice to the Company.
Other Holders shall be unaffected by any such waiver.

                           (b)     A Holder may not exercise this Warrant to the

extent such  exercise  would result in the Holder,  together  with any affiliate
thereof,  beneficially owning (as determined in accordance with Section 13(d) of
the Exchange Act and the rules  promulgated  thereunder)  in excess of 9.999% of
the then  issued  and  outstanding  shares of  Common  Stock,  including  shares
issuable  upon such exercise and held by such Holder after  application  of this
Section.  Since the Holder  will not be  obligated  to report to the Company the
number  of  shares  of  Common  Stock  it may  hold at the  time of an  exercise
hereunder,  unless the  exercise at issue would result in the issuance of shares
of Common  Stock in excess  of 9.999% of the then  outstanding  shares of Common
Stock without regard to any other shares which may be beneficially  owned by the
Holder  or an  affiliate  thereof,  the  Holder  shall  have the  authority  and
obligation to determine  whether the restriction  contained in this Section will
limit any  particular  exercise  hereunder  and to the  extent  that the  Holder
determines  that  the  limitation   contained  in  this  Section  applies,   the
determination  of which  portion  of this  Warrant is  exercisable  shall be the
responsibility  and obligation of the Holder. If the Holder has delivered a Form
of Election to Purchase for a number of Warrant  Shares that,  without regard to
any other shares that the Holder or its affiliates may  beneficially  own, would
result in the issuance in excess of the permitted amount hereunder,  the Company
shall  notify  the  Holder  of this fact and shall  honor the  exercise  for the
maximum  portion  of this  Warrant  permitted  to be  exercised  on such Date of
Exercise in accordance with the periods  described  herein and, at the option of
the Holder,  either keep the portion of the  Warrant  tendered  for  exercise in
excess of the permitted  amount  hereunder  for future  exercises or return such
excess portion of the Warrant to the Holder.  The provisions of this Section may
be waived by a Holder (but only as to itself and not to any other  Holder)  upon
not less  than 61 days  prior  notice to the  Company.  Other  Holders  shall be
unaffected by any such waiver.

                  11.  FRACTIONAL  SHARES.  The Company shall not be required to
issue or cause to be issued  fractional  Warrant  Shares on the exercise of this
Warrant.  The number of full  Warrant  Shares  which shall be issuable  upon the
exercise of this Warrant shall be computed on the basis of the aggregate  number
of Warrant Shares  purchasable on exercise of this Warrant so presented.  If any
fraction of a Warrant Share would, except for the provisions of this Section, be
issuable on the  exercise of this  Warrant,  the Company  shall pay an amount in
cash equal to the Exercise Price multiplied by such fraction.

                  12. NOTICES.  Any and all notices or other  communications  or
deliveries 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
Section  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

                                                                         Warrant


                                       -9-


<PAGE>



addresses for such communications  shall be: (i) if to the Company, to 7251 West
Palmetto  Park Road,  Suite 208, Boca Raton,  Florida  33433,  facsimile:  (561)
395-1975,  attention Chief Financial  Officer,  or (ii) if to the Holder, to the
Holder at the address or facsimile  number  appearing on the Warrant Register or
such other address or facsimile  number as the Holder may provide to the Company
in accordance with this Section.

                  13.  WARRANT  AGENT.  The Company shall serve as warrant agent
under this Warrant. Upon thirty (30) days' notice to the Holder, the Company may
appoint a new warrant agent.  Any corporation  into which the Company or any new
warrant agent may be merged or any corporation  resulting from any consolidation
to  which  the  Company  or any  new  warrant  agent  shall  be a  party  or any
corporation   to  which  the  Company  or  any  new  warrant   agent   transfers
substantially all of its corporate trust or shareholders services business shall
be a successor  warrant  agent under this  Warrant  without any further act. Any
such  successor  warrant agent shall  promptly cause notice of its succession as
warrant agent to be mailed (by first class mail,  postage prepaid) to the Holder
at the Holder's last address as shown on the Warrant Register.

                  14.      MISCELLANEOUS.

                           (a)     This Warrant shall be binding on and inure to
the benefit of the parties hereto and their  respective  successors and assigns.
This Warrant may be amended only in writing signed by the Company and the Holder
and their successors and assigns.

                           (b)      Subject to Section 14(a), above,  nothing in
this Warrant shall be construed to give to any person or corporation  other than
the Company and the Holder any legal or equitable  right,  remedy or cause under
this Warrant.  This Warrant shall inure to the sole and exclusive benefit of the
Company and the Holder.

                           (c)   The corporate laws of the State of Nevada shall
govern  all  issues  concerning  the  relative  rights  of the  Company  and its
stockholders.  All  other  questions  concerning  the  construction,   validity,
enforcement  and  interpretation  of  this  Warrant  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.  The Company
and the Holder hereby  irrevocably  submit 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
waive, and agree not to assert in any suit, action or proceeding, any claim that
they are not personally  subject to the  jurisdiction of any such court, or that
such suit, action or proceeding is improper.  Each of the Company and the Holder
hereby  irrevocably  waives personal  service of process and consents to process
being served in any such suit,  action or proceeding by receiving a copy thereof
sent to the  Company  at the  address  in effect  for  notices  to it under this
instrument  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.

                           (d)     The headings herein are for convenience only,
do not  constitute  a part of this  Warrant  and shall not be deemed to limit or
affect any of the provisions hereof.

                                                                         Warrant


                                      -10-


<PAGE>



                           (e)      In case any one or more of the provisions of
this Warrant shall be invalid or unenforceable in any respect,  the validity and
enforceability  of the remaining  terms and provisions of this Warrant shall not
in any way be affected or impaired  thereby and the parties will attempt in good
faith  to  agree  upon a  valid  and  enforceable  provision  which  shall  be a
commercially  reasonable  substitute  therefor,  and  upon  so  agreeing,  shall
incorporate such substitute provision in this Warrant.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK,
                             SIGNATURE PAGE FOLLOWS]

                                                                         Warrant


                                      -11-


<PAGE>



                  IN WITNESS WHEREOF,  the Company has caused this Warrant to be
duly executed by its authorized officer as of the date first indicated above.

                                            CELEXX CORPORATION

                                            By:_________________________________
                                      Name:

                                     Title:

                                                                         Warrant


                                      -12-


<PAGE>



                          FORM OF ELECTION TO PURCHASE

(To be executed by the Holder to exercise the right to purchase shares of Common
Stock under the foregoing Warrant)

To Celexx Corporation:

         In accordance  with the Warrant  enclosed with this Form of Election to
Purchase,  the undersigned hereby  irrevocably elects to purchase  _____________
shares of common stock,  $.001 par value per share, of Celexx  Corporation  (the
"Common  Stock") and , if such Holder is not  utilizing  the  cashless  exercise
provisions  set forth in this  Warrant,  encloses  herewith  $________  in cash,
certified or official bank check or checks,  which sum  represents the aggregate
Exercise  Price (as defined in the  Warrant)  for the number of shares of Common
Stock to which this Form of  Election  to Purchase  relates,  together  with any
applicable taxes payable by the undersigned pursuant to the Warrant.

         The  undersigned  requests that  certificates  for the shares of Common
Stock issuable upon this exercise be issued in the name of

                                                PLEASE INSERT SOCIAL SECURITY OR
                                                       TAX IDENTIFICATION NUMBER




                                                 (Please print name and address)




         If the number of shares of Common  Stock  issuable  upon this  exercise
shall not be all of the shares of Common Stock which the undersigned is entitled
to purchase in accordance with the enclosed  Warrant,  the undersigned  requests
that a New Warrant (as defined in the Warrant)  evidencing the right to purchase
the shares of Common  Stock not  issuable  pursuant  to the  exercise  evidenced
hereby be issued in the name of and delivered to:

                                          (Please print name and address)





DATED:            ,                Name of Holder:
      ------------  -----


                                  (Print)

                                  (By:)
                                  (Name:)
                                  (Title:)
                                  (Signature  must  conform  in all  respects to
                                  name of holder as specified on the face of the
                                  Warrant)

                                                                         Warrant



<PAGE>


                               FORM OF ASSIGNMENT

           [To be completed and signed only upon transfer of Warrant]

         FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto  ________________________________  the  right  represented  by  the  within
Warrant to purchase ____________ shares of Common Stock of Celexx Corporation to
which the within  Warrant  relates  and  appoints  ________________  attorney to
transfer  said  right on the books of  Celexx  Corporation  with  full  power of
substitution in the premises.

Dated:

---------------, ----


                      ---------------------------------------
                    (Signature must conform in all respects to name of holder as
                     specified on the face of the Warrant)


                     ----------------------------------------
                     Address of Transferee

                     ----------------------------------------

                     ----------------------------------------



In the presence of:


--------------------------



                                                                         Warrant