EXHIBIT 4.2

                       BUSINESS CONSULTING AGREEMENT WITH

                             WINDSOR PARTNERS, INC.

                             DATED OCTOBER 19, 2000


                          BUSINESS CONSULTING AGREEMENT

This Agreement (the "AGREEMENT") is dated October 19th, 2000 and is entered into
by and  between  CELEXX  CORP  (hereinafter  "CLXX"  or  "CLIENT")  and  WINDSOR
PARTNERS, INC. (hereinafter "WPI").

1.   CONDITIONS.  This  Agreement  will not take  effect,  and WPI will  have no
     obligation  to provide  any  service  whatsoever,  unless and until  CLIENT
     returns a signed copy of this Agreement to WPI (either by mail or facsimile
     copy).  In  addition,  CLIENT  shall be truthful  with WPI in regard to any
     relevant or material information provided by CLIENT,  verbally or otherwise
     which refers, relates, or otherwise pertains to the CLIENT's business, this
     Agreement  or any  other  relevant  transaction.  Breach of either of these
     conditions  shall be  considered a material  breach and will  automatically
     grant WPI the right to terminate this  Agreement and all moneys,  and other
     forms of  compensation,  paid or owing as of the date of termination by WPI
     shall be forfeited without further notice.

     Upon execution of this Agreement, CLIENT agrees to fully cooperate with WPI
     in carrying  out the purposes of this  Agreement,  keep WPI informed of any
     developments  of importance  pertaining  to CLIENT's  business and abide by
     this Agreement in its entirety.

2.   SCOPE AND DUTIES.  During the term of this Agreement,  WPI will perform the
     following services for CLIENT:

2.1               ADVICE  AND  COUNSEL.  WPI will  provide  advice  and  counsel
                  regarding  CLIENT's  strategic  business  plans,  strategy and
                  negotiations  with potential  business  strategic  partnering,
                  corporate  planning and or other general  business  consulting
                  needs as expressed by CLIENT.

2.2               MERGERS  AND  ACQUISITIONS.  WPI will  provide  assistance  to
                  CLIENT,  as mutually  agreed,  in identifying  merger and / or
                  acquisition   candidates,   assisting  in  any  due  diligence
                  process,  recommending  transaction terms and providing advice
                  and assistance during negotiations, as needed.

2.3               CLIENT AND/OR  CLIENT'S  AFFILIATE  TRANSACTION DUE DILIGENCE.
                  WPI will  participate  and assist  CLIENT in the due diligence

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               process,  where possible, on all proposed financial  transactions
               affecting  CLIENT of which WPI is notified in writing in advance,
               including conducting investigation of and providing advice on the
               financial, valuation and stock price implications of the proposed
               transaction(s).

2.4            ANCILLARY  DOCUMENT SERVICES.  If necessary,  WPI will assist and
               cooperate with CLIENT in the development,  editing and production
               of such  documents as are  reasonably  necessary to assist in any
               transaction  covered by this Agreement.  However,  this Agreement
               will not include the  preparation or procuring of legal documents
               or those documents normally prepared by an attorney.

2.5            ADDITIONAL  DUTIES.  CLIENT  and WPI  shall  mutually  agree,  in
               writing, for any additional duties that WPI may provide to CLIENT
               for compensation  paid or payable by CLIENT under this Agreement.
               Although  there  is no  requirement  to do  so,  such  additional
               agreement(s)  may be  attached  hereto and made a part  hereof by
               written  amendments  to be listed as  "Exhibits"  beginning  with
               "Exhibit A" and initialed by both parties.

2.6            STANDARD OF  PERFORMANCE.  WPI shall devote such time and efforts
               to the affairs of the CLIENT as is reasonably necessary to render
               the services contemplated by this Agreement.  Any work or task of
               WPI provided for herein which requires  CLIENT to provide certain
               information  to assist  WPI in  completion  of the work  shall be
               excused (without effect upon any obligation of CLIENT) until such
               time as CLIENT has fully provided all information and cooperation
               necessary for WPI to complete the work. The services of WPI shall
               not  include  the   rendering  of  any  legal   opinions  or  the
               performance  of any work  that is in the  ordinary  purview  of a
               certified public accountant, or other licensed professional.  WPI
               cannot  guarantee  results  on  behalf of  CLIENT,  but shall use
               commercially  reasonable efforts in providing the services listed
               above. If an interest is communicated to WPI regarding satisfying
               all or part of CLIENT's business and corporate strategic planning
               needs,  WPI shall notify CLIENT and advise it as to the source of
               such interest and any terms and conditions of such interest.

2.7            NON-GUARANTEE.  WPI MAKES NO  GUARANTEE  THAT WPI WILL BE ABLE TO
               SUCCESSFULLY  LOCATE A MERGER OR  ACQUISITION  TARGET AND IN TURN
               CONSUMMATE A MERGER OR ACQUISITION  TRANSACTION FOR CLIENT, OR TO
               SUCCESSFULLY  COMPLETE SUCH A TRANSACTION WITHIN CLIENT'S DESIRED
               TIME FRAME.  NEITHER  ANYTHING IN THIS  AGREEMENT TO THE CONTRARY
               NOR THE  PAYMENT OF  DEPOSITS  TO WPI BY CLIENT  PURSUANT  TO FEE
               AGREEMENTS  FOR  SERVICES  NOT   CONTEMPLATED   HEREIN  SHALL  BE
               CONSTRUED  AS ANY SUCH  GUARANTEE.  ANY COMMENTS  MADE  REGARDING
               POTENTIAL TIME FRAMES OR ANYTHING THAT PERTAINS TO THE OUTCOME OF

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               CLIENT'S NEEDS ARE  EXPRESSIONS OF OPINION ONLY, AND FOR PURPOSES
               OF THIS AGREEMENT ARE SPECIFICALLY DISAVOWED.

3.       COMPENSATION TO WPI.

         3.1   ISSUANCE OF SHARES FOR ENTERING INTO AGREEMENT.  As consideration
               for WPI  entering  into this  Agreement,  Client  agrees to cause
               200,000 shares of its common stock, par value $.001 per share, to
               be issued to Richard Walker, an affiliate WPI. When issued,  said
               shares shall be free trading  shares,  registered  with the U. S.
               Securities   and  Exchange   Commission  on  its  Form  S-8.  The
               registration  and  issuance of said shares shall take place by no
               later than 75 days  following  the execution and delivery of this
               Agreement,  and all costs in connection  therewith shall be borne
               by Client.

        3.2    FEES FOR  MERGER/ACQUISITION.  In the  event  that  WPI,  assists
               CLIENT and / or introduces  CLIENT (or a CLIENT affiliate) to any
               third  party,  merger  partner(s)  or joint  venture(s)  who then
               enters into a merger,  joint  venture or similar  agreement  with
               CLIENT or CLIENT's  affiliate,  CLIENT  hereby  agrees to pay WPI
               advisory fees pursuant to the following  schedule which are based
               on the aggregate amount of such merger,  joint venture or similar
               agreement  with CLIENT or CLIENT's  affiliate.  Advisory fees are
               deemed  earned and shall be due and payable at the first close of
               the transaction,  however, in certain  circumstances when payment
               of  advisory  fees at  closing is not  possible,  within 24 hours
               after CLIENT has received the proceeds of such  investment.  This
               provision  shall survive this  Agreement for a period of one year
               after  termination  or  expiration  of this  Agreement.  In other
               words,  the  advisory  fee  shall be  deemed  earned  and due and
               payable for any funding,  underwriting,  merger, joint venture or
               similar  transaction  which  first  closes  within  a year of the
               termination  or  expiration  of this  Agreement as a result of an
               introduction as set forth above.


               MERGER/ACQUISITION.  For a  merger/acquisition  entered  into  by
               CLIENT as a result of the efforts of, or an  introduction  by WPI
               during the term of this Agreement, Client shall pay WPI, five (5)
               percent   of  the  total   value  of  the   transaction.   For  a
               merger/acquisition  entered  into by  CLIENT  as a result  of the
               efforts of WPI and the  introduction by CLIENT during the term of
               this  Agreement,  Client shall pay WPI,  three (3) percent of the
               total value of the transaction.  Such percentage(s) shall be paid
               to  WPI  in  the  same  ratio  of  cash  and / or  stock  as  the
               transaction.

        3.3    EXPENSES.  CLIENT shall  reimburse  WPI for  reasonable  expenses
               incurred in  performing  its duties  pursuant  to this  Agreement
               (including printing,  postage,  express mail, photo reproduction,
               travel,  lodging,  and  long  distance  telephone  and  facsimile
               charges);  provided, however, that WPI must receive prior written
               approval   from  CLIENT  for  any  expenses   over  $  250.  Such
               reimbursement shall be payable within 7 seven days after CLIENT's
               receipt of WPI invoice for same.


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        3.4    ADDITIONAL  FEES.  CLIENT and WPI shall  mutually  agree upon any
               additional  fees that  CLIENT may pay in the future for  services
               rendered   by  WPI  under   this   Agreement.   Such   additional
               agreement(s)  may,  although there is no requirement to do so, be
               attached hereto and made a part hereof as Exhibits beginning with
               Exhibit A.

        4.     INDEMNIFICATION. The CLIENT agrees to indemnify and hold harmless
               WPI, each of its officers, directors,  employees and shareholders
               against  any and all  liability,  loss  and  costs,  expenses  or
               damages,  including  but not  limited  to,  any and all  expenses
               whatsoever  reasonably  incurred in  investigating,  preparing or
               defending against any litigation, commenced or threatened, or any
               claim  whatsoever  or  howsoever  caused by reason of any  injury
               (whether to body,  property,  personal or business  character  or
               reputation) sustained by any person or to any person or property,
               arising out of any act,  failure to act,  neglect,  any untrue or
               alleged untrue statement of a material fact or failure to state a
               material  fact  which   thereby   makes  a  statement   false  or
               misleading,   or  any  breach  of  any  material  representation,
               warranty or  covenant by CLIENT or any of its agents,  employees,
               or other representatives. Nothing herein is intended to nor shall
               it relieve  either party from  liability for its own willful act,
               omission  or  negligence.  All  remedies  provided  by law, or in
               equity shall be cumulative and not in the alternative.

        5.     CONFIDENTIALITY.

         5.1   WPI and  CLIENT  each  agree  to keep  confidential  and  provide
               reasonable  security  measures to keep  confidential  information
               where release may be  detrimental  to their  respective  business
               interests.  WPI and CLIENT  shall each require  their  employees,
               agents,  affiliates,  other  licensees,  and others who will have
               access to the information through WPI and CLIENT respectively, to
               first enter appropriate  non-disclosure  Agreements requiring the
               confidentiality contemplated by this Agreement in perpetuity.

         5.2   WPI will not, either during its engagement by the CLIENT pursuant
               to this  Agreement or at any time  thereafter,  disclose,  use or
               make  known  for  its  or  another's   benefit  any  confidential
               information,  knowledge,  or  data  of the  CLIENT  or any of its
               affiliates  in  any  way  acquired  or  used  by WPI  during  its
               engagement by the CLIENT. Confidential information,  knowledge or
               data of the  CLIENT  and its  affiliates  shall not  include  any

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               information that is, or becomes generally available to the public
               other  than  as  a  result  of  a   disclosure   by  WPI  or  its
               representatives.

        6.     MISCELLANEOUS PROVISIONS.


         6.1   AMENDMENT  AND  MODIFICATION.  This  Agreement  may  be  amended,
               modified and  supplemented  only by written  agreement of WPI and
               CLIENT.

         6.2 ASSIGNMENT.  This Agreement and all of the provisions  hereof shall
         be  binding  upon and inure to the  benefit of the  parties  hereto and
         their respective  successors and permitted assigns.  The obligations of
         either party hereunder  cannot be assigned  without the express written
         consent of the other party.

         6.3 GOVERNING LAW; VENUE.  This Agreement and the legal relations among
         the parties  hereto shall be governed by and  construed  in  accordance
         with  the  laws of the  State  of  California,  without  regard  to its
         conflict  of law  doctrine.  CLIENT and WPI agree that if any action is
         instituted to enforce or interpret any provision of this Agreement, the
         jurisdiction and venue shall be Orange County, California.

         6.4  ATTORNEYS'  FEES AND COSTS.  If any action is necessary to enforce
         and collect  upon the terms of this  Agreement,  the  prevailing  party
         shall be entitled to reasonable  attorneys' fees and costs, in addition
         to any other relief to which that party may be entitled. This provision
         shall be construed as applicable to the entire Agreement.

         6.5 SURVIVABILITY. If any part of this Agreement is found, or deemed by
         a court of competent jurisdiction, to be invalid or unenforceable, that
         part shall be severable from the remainder of the Agreement.

      7. ARBITRATION.  ALL  DISPUTES,   CONTROVERSIES,  OR  DIFFERENCES  BETWEEN
         CLIENT, WPI OR ANY OF THEIR OFFICERS, DIRECTORS, LEGAL REPRESENTATIVES,
         ATTORNEYS,  ACCOUNTANTS,  AGENTS OR EMPLOYEES, OR ANY CUSTOMER OR OTHER
         PERSON OR ENTITY,  ARISING OUT OF, IN CONNECTION WITH OR AS A RESULT OF
         THIS  AGREEMENT,  SHALL BE  RESOLVED  THROUGH  ARBITRATION  RATHER THAN
         THROUGH LITIGATION. WITH RESPECT TO THE ARBITRATION OF ANY DISPUTE, THE
         UNDERSIGNED HEREBY ACKNOWLEDGE AND AGREE THAT:

                A.  ARBITRATION IS FINAL AND BINDING ON THE PARTIES;

                B.  THE PARTIES ARE WAIVING THEIR RIGHT TO SEEK REMEDY IN COURT,
                    INCLUDING THEIR RIGHT TO JURY TRIAL;

                C.  PRE-ARBITRATION  DISCOVERY  IS  GENERALLY  MORE  LIMITED AND
                    DIFFERENT FROM COURT PROCEEDING;


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                D.  THE  ARBITRATOR'S  AWARD IS NOT REQUIRED TO INCLUDE  FACTUAL
                    FINDINGS OR LEGAL  REASONING AND ANY PARTY'S RIGHT OF APPEAL
                    OR TO SEEK  MODIFICATION  OF  RULING BY THE  ARBITRATORS  IS
                    STRICTLY LIMITED;

                E.  THIS  ARBITRATION  PROVISION  IS  SPECIFICALLY  INTENDED  TO
                    INCLUDE ANY AND ALL STATUTORY CLAIMS WHICH MIGHT BE ASSERTED
                    BY ANY PARTY;

                F.  EACH  PARTY   HEREBY   AGREES  TO  SUBMIT  THE  DISPUTE  FOR
                    RESOLUTION  TO  THE  AMERICAN  ARBITRATION  ASSOCIATION,  IN
                    ORANGE  COUNTY,   CALIFORNIA  WITHIN  FIVE  (5)  DAYS  AFTER
                    RECEIVING A WRITTEN REQUEST TO DO SO FROM THE OTHER PARTY;

                G.  IF EITHER  PARTY FAILS TO SUBMIT THE DISPUTE TO  ARBITRATION
                    ON  REQUEST,  THEN THE  REQUESTING  PARTY  MAY  COMMENCE  AN
                    ARBITRATION PROCEEDING, BUT IS UNDER NO OBLIGATION TO DO SO;

                H.  ANY HEARING  SCHEDULED  AFTER AN  ARBITRATION  IS  INITIATED
                    SHALL TAKE PLACE IN ORANGE COUNTY, CALIFORNIA;

                I.  IF EITHER PARTY SHALL  INSTITUTE ANY COURT  PROCEEDING IN AN
                    EFFORT  TO  RESIST   ARBITRATION   AND  BE  UNSUCCESSFUL  IN
                    RESISTING  ARBITRATION OR SHALL  UNSUCCESSFULLY  CONTEST THE
                    JURISDICTION  OF ANY  ARBITRATION  FORUM  LOCATED  IN ORANGE
                    COUNTY, CALIFORNIA,  OVER ANY MATTER WHICH IS THE SUBJECT OF
                    THIS  AGREEMENT,  THE PREVAILING  PARTY SHALL BE ENTITLED TO
                    RECOVER  FROM  THE  LOSING  PARTY  ITS  LEGAL  FEES  AND ANY
                    OUT-OF-POCKET  EXPENSES  INCURRED  IN  CONNECTION  WITH  THE
                    DEFENSE OF SUCH LEGAL  PROCEEDING  OR ITS EFFORTS TO ENFORCE
                    ITS RIGHTS TO ARBITRATION AS PROVIDED FOR HEREIN;

                J.  THE PARTIES  SHALL ACCEPT THE DECISION OF ANY AWARD AS BEING
                    FINAL AND CONCLUSIVE AND AGREE TO ABIDE THEREBY;

                K.  ANY  DECISION  MAY BE FILED  WITH ANY  COURT AS A BASIS  FOR
                    JUDGMENT AND EXECUTION FOR COLLECTION.

8.   TERM/TERMINATION.   This   Agreement  is  an  agreement  for  the  term  of
     approximately six (6) months ending March 31, 2001.

9.   REGISTRATION  OF SHARES.  WPI shall have  standard  piggyback  registration
     rights (as  described  in  Section  3.2  herein)  of all  shares  issued in
     accordance with this Agreement,  which are not subject to registration  per
     Section 3.0 et seq. herein.

10.  NON CIRCUMVENTION. In and for valuable consideration,  CLIENT hereby agrees
     that WPI may introduce  (whether by written,  oral,  data, or other form of
     communication)  CLIENT  to one or more  opportunities,  including,  without
     limitation,  natural persons,  corporations,  limited liability  companies,
     partnerships,  unincorporated businesses,  sole proprietorships and similar
     entities  (hereinafter  an  "Opportunity"  or  ""Opportunities"").   CLIENT
     further   acknowledges   and  agrees  that  the  identity  of  the  subject
     Opportunities,   and  all  other  information   concerning  an  Opportunity

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     (including  without  limitation,  all  mailing  information,  phone and fax
     numbers,   email  addresses  and  other  contact  information)   introduced
     hereunder are the property of WPI, and shall be treated as confidential and
     proprietary  information  by CLIENT,  it affiliates,  officers,  directors,
     shareholders,  employees, agents, representatives,  successors and assigns.
     CLIENT  shall  not use  such  information,  except  in the  context  of any
     arrangement  with WPI in which WPI is directly and actively  involved,  and
     never without  WPI's prior written  approval.  CLIENT  further  agrees that
     neither it nor its employees,  affiliates or assigns,  shall enter into, or
     otherwise  arrange  (either  for  it/him/herself,  or any  other  person or
     entity)  any  business  relationship,  contact  any person  regarding  such
     Opportunity,  either directly or indirectly,  or any of its affiliates,  or
     accept any compensation or advantage in relation to such Opportunity except
     as directly though WPI,  without the prior written  approval of WPI. WPI is
     relying on CLIENT's  assent to these terms and their  intent to be bound by
     the terms by evidence of their signature. Without CLIENT's signed assent to
     these  terms,  WPI would not  introduce  any  Opportunity  or disclose  any
     confidential information to CLIENT as herein described.

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

CELEXX CORP    (CLXX )

Print Name:                David C. Langle

Sign Name:                 /s/ David C. Langle

Title:                     Chief Financial Officer

Date:                      October 19, 2000
Address:                   7251 W. Palmetto Park Road, Suite 208
                           Boca Raton, Florida   33433


WINDSOR PARTNERS, INC. ( WPI)

Print Name:                Richard H. Walker

Sign Name:                 /s/ Richard H. Walker

Title:                     President

Date:                      October 19, 2000

Address:                   30100 Crown Valley Parkway o 11C
                           Laguna Niguel, CA 92677

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