EXHIBIT 4.1

                  FINANCIAL CONSULTING SERVICES AGREEMENT WITH

                                 ROSEMARY NGUYEN

                             DATED OCTOBER 27, 2000


                     FINANCIAL CONSULTING SERVICES AGREEMENT

       this financial consulting services agreement (the "agreement") is entered
this 27th day of October, 2000 by and between Rosemary Nguyen ("Consultant"), an
individual,   and  CeleXx  Corporation  (OTC  BB:  CLXX)  ("Client"),  a  Nevada
corporation, with reference to the following:

                                    RECITALS

        A. The Client desires to be assured of the  association  and services of
the Consultant in order to avail itself of the Consultant's experience,  skills,
abilities,   knowledge,  and  background  to  facilitate  long  range  strategic
planning,  and to advise the Client in business and/or financial  matters and is
therefore  willing to engage the  Consultant  upon the terms and  conditions set
forth herein.

        B.   The  Consultant agrees to be engaged and retained by the Client and
upon the terms and conditions set forth herein.

       NOW, THEREFORE, in consideration of the foregoing, of the mutual promises
hereinafter set forth and for other good and valuable consideration, the receipt
and  sufficiency of which are hereby  acknowledged,  the parties hereto agree as
follows:

1.   ENGAGEMENT.  Client hereby engages Consultant on a non-exclusive basis, and
Consultant hereby accepts the engagement to become a financial consultant to the
Client and to render such advice, consultation, information, and services to the
Directors and/or Officers of the Client regarding general financial and business
matters including, but not limited to:

A.       Mergers and acquisitions
B.       Due diligence studies, reorganizations, divestitures;
C.       Capital structures, banking methods and systems

        It shall be expressly  understood that Consultant shall have no power to
bind  Client to any  contract  or  obligation  or to  transact  any  business in
Client's name or on behalf of Client in any manner.

2.       TERM.   The term ("Term") of this Agreement shall commence on the date
hereof and continue for twelve (12) months. The Agreement may be extended upon
agreement by both parties,  unless or until the Agreement is terminated.  Either
party may  cancel  this  Agreement  upon five days  written  notice in the event
either party violates any material provision of this Agreement and fails to cure
such violation  within five (5) days of written  notification  of such violation
from the  other  party.  Such  cancellation  shall  not  excuse  the  breach  or
non-performance  by the  other  party  or  relieve  the  breaching  party of its
obligation incurred prior to the date of cancellation.

3.   COMPENSATION AND FEES.   As consideration for Consultant entering into this
Agreement, Client and Consultant shall agree to the following:

A. Client  shall issue  certificates  representing  an aggregate  of one million
(1,000,000) shares of free trading common stock (the "Shares"), registered under
S-8.


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The Shares, when issued to Consultant,  will be duly authorized,  validly issued
and  outstanding,  fully paid and  nonassessable  and will not be subject to any
liens or encumbrances.

        Securities  shall be issued to Consultant in accordance  with a mutually
acceptable  plan  of  issuance  as to  relieve  securities  or  Consultant  from
restrictions  upon  transferability  of shares  in  compliance  with  applicable
registration provisions or exemptions.

         4.   EXCLUSIVITY;   PERFORMANCE;   CONFIDENTIALITY.   The  services  of
Consultant  hereunder shall not be exclusive,  and Consultant and its agents may
perform similar or different  services for other persons or entities  whether or
not they are competitors of Client.  Consultant shall be required to expend only
such time as is necessary to service Client in a commercially reasonable manner.
Consultant  acknowledges and agrees that  confidential and valuable  information
proprietary to Client and obtained  during its  engagement by the Client,  shall
not be,  directly or  indirectly,  disclosed  without the prior express  written
consent of the Client,  unless and until such  information is otherwise known to
the public generally or is not otherwise secret and confidential.

         5.   INDEPENDENT CONTRACTOR.   In its performance hereunder, Consultant
and its agents shall be an independent contractor. Consultant shall complete the
services  required  hereunder  according  to his own means and  methods of work,
shall be in the exclusive  charge and control of Consultant  and which shall not
be subject to the control or supervision of Client,  except as to the results of
the work. Client  acknowledges that nothing in this Agreement shall be construed
to require  Consultant to provide services to Client at any specific time, or in
any specific  place or manner.  Payments to  consultant  hereunder  shall not be
subject to withholding  taxes or other employment taxes as required with respect
to compensation paid to an employee.

        6. MISCELLANEOUS.   No waiver of any of the provisions of this Agreement
shall be deemed or shall  constitute  a waiver  of any  other  provision  and no
waiver shall constitute a continuing  waiver.  No waiver shall be binding unless
executed in writing by the party making the waiver. No supplement, modification,
or amendment of this Agreement  shall be binding  unless  executed in writing by
all parties. This Agreement constitutes the entire agreement between the parties
and supersedes any prior  agreements or  negotiations.  There are no third party
beneficiaries of this Agreement.

            IN WITNESS  WHEREOF,  the  parties  hereto  have  entered  into this
Agreement on the date first written above.

                                    "Client"

                         Signature: /s/ Vincent Caminiti
                                    --------------------------------------------
                         Print with Title: Vincent Caminiti, COO
                         Company: CeleXx Corporation

                                    "Consultant"

                          Signature: /s/ Rosemary Nguyen
                                     -------------------------------------------
                          Print with Title:Rosemany Nguyen, Consultant
                          Consultant: Rosemary Nguyen

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