INTELLECTUAL PROPERTY SECURITY AGREEMENT

         INTELLECTUAL  PROPERTY SECURITY  AGREEMENT,  dated as of April 7, 2000,
among 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");

         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 and to grant to it a security interest in certain intangible  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"); and

         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 all of the Company's right,  title and
interest in and to all of  Trademarks,  Patents,  Copyrights,  and other general
intangible  property of the Company,  all trade secrets,  intellectual  property
rights in computer software and computer software products,  design rights which
may be  available to the  Company,  rights to proceeds  arising from any and all
claims  for  damages by  way  of past,  present and future  infringement  of any


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Collateral with the right but not the obligation to sue on behalf of and collect
such  damages  for  said  use  or  infringement,  licenses  to  use  any  of the
Copyrights,  Patents or Trademarks,  and all license fees and royalties  arising
from such use to the  extent  permitted  by such  license  or  rights.  The term
"Collateral"  shall include all of the foregoing items,  whether presently owned
or existing or hereafter  acquired or coming into  existence,  all additions and
accessions  thereto,  all  substitutions  and  replacements   thereof,  and  all
proceeds,  products and  accounts  thereof,  including  without  limitation  all
proceeds  from the  licensing  or sale or other  transfer of  Collateral  and of
insurance covering the same and of any tort claims in connection therewith.

                  (B) "COMPANY"  shall mean, collectively, CeleXx and all of the
subsidiaries of CeleXx.

                  (C)  "COPYRIGHTS"  means  any  and all  copyrights,  copyright
applications,  copyright  registration  and  like  protections  in each  work or
authorship and derivative  work thereof that is created by the Company,  whether
published or  unpublished  and whether or not the same also  constitutes a trade
secret, now or hereafter existing, created, acquired or held, including, without
limitation, those set forth on Exhibit A attached hereto.

                  (D )  "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,
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.

                  (E)  "PATENTS"  means  all of the  Company's  patents,  patent
applications,  letters  patent and like  protections of the United States or any
other  country,   including,   without  limitation,   improvements,   divisions,
continuations,  renewals, reissues,  extensions and continuations-in-part of the
same, and including,  without limitation,  those set forth on Exhibit B attached
hereto.

                  (F)  "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.

                  (G)  "TRADEMARKS"  means any  trademark,  service  mark right,
whether or not  registered,  applications to register and  registrations  of the
same and like  protections,  and the  entire  goodwill  of the  business  of the
Company  connected  with or symbolized by such  trademarks,  including,  without
limitation, those set forth on Exhibit C attached hereto.


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                  (H)   "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 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).

                  (c)  EXHIBIT  A sets  forth a true  and  complete  list of all
Copyrights in existence as of the date of this agreement. Exhibit B sets forth a
true and  complete  list of all  Patents  that have been filed as of the date of
this agreement.  Exhibit C sets forth a true and complete list of all Trademarks
filed as of the date of this Agreement.  The Company shall, within ten (10) days
of  obtaining  knowledge  thereof,  advise the  Secured  Party in writing of any
change in the composition of the Collateral,  including, without limitation, any
subsequent  ownership  rights of the Company in or to any  Copyright,  Patent or
Trademark.

                  (d)    Each of the Patents, Trademarks and Copyrights is valid
and enforceable,  and no part of the  Collateral  has  been  judged  invalid  or
unenforceable.  No  written  claim  has  been  received that any of the Patents,
Trademarks or Copyrights  or the  Company's  use of any Collateral violates  the


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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 may not  relocate  such books of  account  and  records  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  second  priority liens in the
Collateral.  The  principal  place of  business of the Company is located at the
address set forth in the introduction to this Agreement.

                  (f) This  Agreement  creates in favor of the  Secured  Party a
valid security  interest in the Collateral,  including the Collateral  listed on
the Exhibits  hereto,  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 prior written consent of the Secured Party, create or suffer to
exist any lien for borrowing money that is senior to the security  interests and
liens  created by this  Agreement.  Except for (x) the filing of this  Agreement
with the United States  Patent and Trademark  Office with respect to the Patents
and  Trademarks and the filing of this Agreement with the Register of Copyrights
with respect to the  Copyrights,  and (y) the filing of financing  statements on
Form  UCC-1  under  the UCC with the  jurisdictions  indicated  in  Schedule  A,
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 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.  The  Company  acknowledges  and agrees that a copy of this
Agreement (or instruments  executed and delivered pursuant hereto) will be filed
and recorded with each of the United States Patent and Trademark  Office and the
Register of Copyrights  with respect to the Patents,  Trademarks  and Copyrights
that are now or hereafter in existence.

                  (g) On the date of  execution of this  Agreement,  the Company
will  deliver  to the  Secured  Party  (i) 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 A,  attached  hereto and in such other
jurisdictions  as may be  requested  by the  Secured  Party and (ii) one or more
executed  recordation  sheets  relating  to the  filing  and  recording  of this
Agreement  with each of the United States  Patent and  Trademark  Office and the
Register of Copyrights  with respect to the Patents,  Trademarks  and Copyrights
that are now in existence.


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                  (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 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 10 hereof.  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 allow any Collateral to be abandoned,
forfeited or dedicated to the public  without the prior  written  consent of the
Secured Party.  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,  within  ten (10)  days of  obtaining
knowledge  thereof,  advise the Secured  Party,  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.

                  (l)  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.

                  (m) 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.

                  (n) 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


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value of the Collateral, the Security Interest or the rights and remedies of the
Secured Party hereunder.

                  (o) 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.

          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  Security  Agreement,  dated the date  hereof  between  the
Company  and the  Secured  Party,  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 Security  Agreement,  dated the date hereof
between the Company and the Secured  Party,  for ten (10) days after  receipt by
the Company of notice of such failure from the Secured Party; and

                  (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 the 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 all tangible  manifestations  or embodiments 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


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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.

                  (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, 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, 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.

                  (c) The  Secured  Party may license or, to the same extent the
Company is  permitted by law and  contract to do so,  sublicense,  whether or an
exclusive or non-exclusive basis, any of the Collateral throughout the world for
such term, on such  conditions and in such manner as the Secured Party shall, in
its sole discretion, determine.

                  (d) The Secured Party may (without assuming any obligations or
liabilities  thereunder),  at any time,  enforce  (and shall have the  exclusive
right to enforce) against licensee or sublicensee all rights and remedies of the
Company in, to and under any license  agreement with respect to such Collateral,
and take or refrain from taking any action thereunder.

                  (e)  The  Secured   Party  may,  in  order  to  implement  the
assignment, license, sale or other disposition of any of the Collateral pursuant
to this Section,  pursuant to the authority  provided for in Section 11, execute
and deliver on behalf of the Company one or more  instruments  of  assignment of
the  Collateral in form suitable for filing,  recording or  registration  in any
jurisdictions as the Secured Party may determine advisable.

         7.  APPLICATIONS  OF PROCEEDS;  EXPENSES.  (a) The proceeds of any such
sale, lease,  license 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% per annum or the lesser amount  permitted by  applicable  law
(the "DEFAULT RATE"),  and  the reasonable fees of any attorneys employed by the


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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.

                  (b) 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.

         8.  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.

         9. 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,  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


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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.

         10. 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.

          11. 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
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 A, attached hereto,  all such  instruments,
including appropriate financing and continuation statements and collateral


                                       -9-


<PAGE>



agreements  and filings with the United States  Patent and Trademark  Office and
the Register of Copyrights, 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:

                           (i) To modify, in its sole discretion, this Agreement
without  first  obtaining  the  Company's  approval  of  or  signature  to  such
modification  by  amending  Exhibit A,   Exhibit B and  Exhibit C,   hereof,  as
appropriate,  to  include  reference  to  any  right,  title  or interest in any
Copyrights,  Patents or Trademarks  acquired by  the Company after the execution
hereof or to delete any reference to any right,
title or interest in any Copyrights,  Patents or Trademarks in which the Company
no longer has or claims any right, title or interest; and

                           (ii)  To file,  in  its  sole discretion, 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.

         12.      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
                                         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


                                      -10-


<PAGE>



                                            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.

         13.  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.

         14.      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
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


                                      -11-


<PAGE>



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. 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


                                      -12-


<PAGE>



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
Intellectual Property 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>



                                    EXHIBIT A

                                   COPYRIGHTS

Description                               Registration              Registration
                                             Number                     Date
--------------------------------------------------------------------------------


                                      -15-


<PAGE>




                                    EXHIBIT B

                                     PATENTS

Description                               Registration              Registration
                                              Number                     Date
--------------------------------------------------------------------------------


                                      -16-


<PAGE>




                                    EXHIBIT C

                                   TRADEMARKS

Description                               Registration              Registration
                                             Number                       Date
--------------------------------------------------------------------------------



                                      -17-


<PAGE>


                                   SCHEDULE A

JURISDICTIONS:


                                      -18-