EXHIBIT 4.3

                       ADVERTISING SERVICES AGREEMENT WITH

                      CREATIVE IMPACT COMMUNICATIONS, INC.

                              DATED OCTOBER 4, 2000


                         ADVERTISING SERVICES AGREEMENT

         THIS AGREEMENT,  MADE AND ENTERED INTO THIS 4TH Day of October, 2000 by
and between CREATIVE IMPACT  COMMUNICATIONS,  INC.  (hereinafter  referred to as
"Creative"), and CeleXx Corporation (hereinafter referred to as "Client").

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

         WHEREAS,  Creative  and the Client  desire to enter  into an  agreement
regarding  the  services of  Creative  to  advertise  the  Client's  services or
products.

         IT IS THEREFORE agreed as follows:

         1.    ADVERTISING  SERVICES.  Creative shall act as Client's  exclusive
agent and perform,  upon prior authorization  by Client as provided  herein,  on
behalf of the Client for the Client's  account,   any  or  all  of the following
services to the extent necessary to meet Client's needs:

                  (a)         Develop a  advertising  and marketing  concept and
program  designed to meet Client's needs and budgetary limitations;
                  (b)         Develop a website for Client;
                  (c)         Develop a direct marketing campaign for Client;
                  (d)         Develop a  public relations or  investor relations
campaign for Client;
                  (e) Contract  with the  advertising  media and with others for
space or time to carry out the  advertising  program  at  competitive  terms and
rates subject to Client's approved estimates;

                  (f) Facilitate vendor services on behalf of Client pursuant to
development  of  advertising  campaign,  including  the  issuance  of  necessary
purchase orders, based on Client's approved estimates;

                  (g) Negotiate,  arrange,  and contract on behalf of the Client
for  any  special  talent  required  and for all  photography,  models,  special
effects,  layouts,  and artwork,  and for all  printing,  including any required
engravings, electrotypes, typography, and any other necessary technical services
for use in the advertising program;

                  (h) Review all tear sheets and/or  affidavits  and/or invoices
and make timely payment to all persons or firms supplying services in connection
with the advertising program on behalf of Client;

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                  (i)    Permit  Client to review and approve  all plans,  ideas
and  advertising  concepts in various stages of development;
                  (j)    Render periodic electronic reports regarding the status
and  progress  of  the advertising program; and
                  (k)  Advise  and  bill  Client  for  all  remittances  made by
Creative  on behalf of Client  and  maintain  complete  and  accurate  books and
records in this regard.

         2. PRIOR APPROVAL OF CLIENT.  Creative shall not incur any  obligations
or provide any services  herein for Client's  account in an amount more than two
thousand dollars ($2,000) without first obtaining  written approval from Client.
In order to obtain Client's approval, Creative shall submit written proposals to
Client,   containing  full  descriptions  of  the  proposed  advertisements  and
estimates of the cost of the obligations or services  involved,  including media
costs,  cost  of  preparation  of the  advertisements,  cost  of  production  of
advertising  services,  and any additional costs, such as mailing,  postage, and
similar items.  Client may provide Creative with approval of written  proposals,
estimates or proposed advertising services,  in writing via telefax,  electronic
mail or US mail.  Creative  shall not be  responsible  for missed  deadlines  or
closing  dates  caused  by the  delay of Client  in  approving  the  advertising
proposals and estimates.

         3.       ADVERTISING COSTS AND EXPENDITURES.

                  (A) ADVERTISING EXPENDITURES.  Client shall reimburse Creative
for all  out-of-pocket  costs incurred and expenditures made on behalf of Client
for services provided outside Creative, including, but not limited to, costs for
typography,  engravings,  electrotypes,  printing,  photographs,  art  work  and
comprehensive  layouts,  and television and radio  commercial  production  costs
including but not limited to talent, props, scenery, sound and lighting effects,
rights, license fees, and producers' fees. Creative shall present Client with an
estimate of such costs to be approved by Client prior to initiating work.

                  (B) SHIPPING. Client shall pay Creative for its direct cost of
mailing,  packaging,  shipping,  taxes,  and  duties,  incurred  by  Creative in
connection with the performance of the advertising  services on behalf of Client
as provided in this Agreement.

                  (C) TAXES. Client shall be liable for all taxes,  excises, and
other  governmental  charges  required to be paid or collected by Creative under
any  federal,  state,  or  other  law,  applicable  to  production,  processing,
transportation,  storage or delivery  of any and all  advertising  materials  or
services delivered to Client hereunder.

                  (D) CANCELLATIONS.  In the event Client, after having approved
any planned advertising services, market strategy or other advertising strategy,
cancels  all or any  part  thereof,  Client  shall  pay for all  costs  and time
incurred by Creative through the date of cancellation and any unavoidable  costs
incurred thereafter, including any non-cancelable commitments for time or space.

         4.       CREATIVE'S COMPENSATION.

                  (A) FEE FOR  SERVICES.  The  Client  agrees  to pay a  monthly
retainer fee for the services by Creative pursuant to this Agreement. The amount
of the fee shall be $15,000.00  [fifteen thousand  dollars,  US$]for service and
contact  and will be  invoiced  on the 15th day of each month and become due ten
calendar  days post invoice  date.  Creative  will invoice  separately  for each

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project undertaken on behalf of Client,  subject to the prior approval by Client
as provided in paragraph 2 hereinabove.

                  (B)   COMMISSION.   Creative   shall  be   entitled  to  media
commissions  where provided by the media outlet equal to fifteen percent [15%]of
the gross  charges for all time and space media  placed by Creative on behalf of
Client.  Client agrees to pay one hundred  percent  (100%) of the approved media
charges at the time the  insertion  order is rendered or fifty  percent [50%] of
the approved media plan as requested by the agency.

                  (C)   PRODUCTION.   With   respect  to   mechanical   art  and
out-of-pocket  costs (including,  without  limitation,  typography,  engravings,
electrotypes,  printing,  photographs,  art work and comprehensive  layouts) and
television and radio commercial production costs (including, without limitation,
talent, props,  scenery,  sound and lighting effects,  rights,  license fees and
producer's  fees) for  services  provided  outside of  Creative's  organization,
Creative shall bill all out-of-pocket costs to Client. Client also agrees to pay
fifty percent (50%) of the estimated production charges in advance, if requested
by Creative.

         5. BILLING AND PAYMENT.  All Creative  invoices are due upon receipt by
Client.  Where payment is not received  within thirty (30) days from the date of
the  invoice,  interest on the unpaid  amount will accrue at the rate of one and
one-half percent (1 1/2%) per month;  provided,  however, that in no event shall
interest accrue at a rate higher than that permitted by law.

         6. DURATION AND  TERMINATION.  This Agreement shall become effective as
of the date first  written  above and shall  continue in force until October 15,
2001.  Either  party may  terminate  this  Agreement  by giving the other  party
written  notice  at  least  ninety  (90)  days  prior to the  effective  date of
termination. Upon receipt of notice of termination,  Creative shall not commence
work on any new  advertising  services,  but it shall  complete  and  place  all
advertisements  previously  approved by Client. All the rights and duties of the
parties shall continue during such notice period and Client shall be responsible
to  Creative  for the payment of any  contract  obligation  incurred  with third
parties on behalf of Client during this period. Should the client be acquired by
another entity,  or merge with another entity, or otherwise cease doing business
as CeleXx  Corporation and wish to terminate  services based on said operational
change,  this  contract  will be bought out by client for an amount  equal to 90
days service or the monthly value of the remainder of the contract, whichever is
the larger amount.

         7.       DISPOSITION OF PROPERTY AND MATERIALS.

                  (A) COPYRIGHTED MATERIALS.  In the event that any intellectual
materials  are  developed or produced by Creative on behalf of Client,  and such
materials  are  copyrightable  subject  matter,  and/or work made for hire,  the
copyright for such materials shall be the property of the Client.  Materials not
selected by Client from multiple  concepts,  including but not limited to plans,
preliminary  outlines,  sketches,  copy  materials made or produced on behalf of
Client as an incidental part of rendering the advertising  services,  whether or
not  copyrightable,  remain the  property of  Creative  and shall be conveyed to
Creative upon request.  Those materials made for hire (selected concepts) become
the property of Client only after payment of all fees,  including any applicable
interest.

                  (B)  MATERIALS.  Creative  shall take  reasonable  care of all
documents, materials, and information entrusted to it by Client and shall return
them to Client upon expiration of this Agreement.


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         8. INDEMNIFICATION. Client hereby indemnifies and defends Creative, its
employees,  subcontractors,  and representatives  against any suits,  claims, or
proceedings  brought  against Client and/or its partners,  officers,  directors,
including   attorneys'  fees  and  costs  incurred  at  any  trial,   appellate,
bankruptcy,  or any  administrative  proceedings,  based  upon  publication,  or
placement  of an  advertising  concept or scheme by Creative  after  approval by
Client.

         9.  CONFIDENTIAL   INFORMATION.   Creative  is  under  a  duty  not  to
disseminate, or use for its own purposes, both during the term of this Agreement
and after termination of this Agreement, any "confidential information" given to
Creative by Client. For purposes of this Agreement,  "confidential  information"
shall  mean  any  information  given  to  Creative  by  Client  in  writing  and
specifically  designated on the face thereof or by  attachment as  "confidential
information" and which is not already known to (i) the public, (ii) the industry
of the Client,  or has not already  been  disclosed  to Creative  through  other
parties not under an obligation to keep such information confidential.

         10.  ASSIGNMENT;  BINDING  EFFECT.  Neither party hereto may assign any
rights or  delegate  any duties  hereunder  without the  express  prior  written
consent of the other party;  provided,  however,  that this Agreement shall bind
and inure to the benefit of and be binding  upon the  successors  in interest to
either of the parties  hereto,  including  without  limitation  any successor in
interest by way of merger, consolidation,  reorganization,  liquidation, or sale
of all or substantially all of a party's assets,  and such successor in interest
shall be bound by and agree to carry out and  perform  the terms and  conditions
for the term of this Agreement.

         11. WAIVER OF BREACH.  The failure of either party to this Agreement to
object to or take  affirmative  action with  respect to any conduct of the other
which is in violation of the terms of this Agreement shall not be construed as a
waiver of the violation or breach, or any future violation,  breach, or wrongful
conduct.

         12.  ATTORNEYS'  FEES.  In the event an attorney is employed to enforce
the provisions of this Agreement,  or in the event of litigation  arising out of
or connected  with this  Agreement,  the  prevailing  party shall be entitled to
attorneys' fees and costs incurred at both the trial level and appeals level.

         13. ENTIRE AGREEMENT.  This Agreement  constitutes the entire agreement
and supersedes all prior agreements and  understandings,  oral or written,  with
respect to the subject matter  hereof.  This Agreement may be changed only by an
agreement  in  writing  signed by the party  against  whom any  waiver,  change,
amendment, modification, or discharge is sought.

         14.  GOVERNING  LAW.  This  Agreement  shall be governed in  accordance
with the laws of the State of Florida, County of Duval.

         15.    NOTICE.  Any legal  notice  required  or  permitted  to be given
under this  Agreement shall be sufficient if in writing and if sent by certified
or registered mail,  first class,  return receipt  requested,  to the parties at
the following addresses:
             To Creative:                   220 East Forsyth Street
                                            Jacksonville, Fl 3220
             To Client:                     7251 W. Palmetto park Rd., Suite 208
                                            Boca Raton, FL 33433
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         IN WITNESS  WHEREOF,  the parties hereto are authorized to execute this
document  and have set  their  hands  and  seals  the day and year  first  above
written.

"Creative"

                                                         CREATIVEIMPACT
                                                         COMMUNICATIONS, INC.

                                                         By /s/ Richard J. Clark
                                                         -----------------------
                                                         Richard J. Clark
                                                         Its: Vice President

                                                              "Client"

                                                         CeleXx Corporation
                                                         By: /s/ Doug Forde
                                                         -----------------------
                                                         Doug Forde
                                                         Its: Chairman

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                        ADDENDUM TO ADVERTISING AGREEMENT
                               OF OCTOBER 4, 2000


                     As an incentive to commence the services of Creative Impact
 Communications,  Inc to client,  as described in the  ADVERTISING  AGREEMENT of
    October  4, 2000  entered  into  between  Creative  and  Celexx  Corporation
    ("client"), Creative, and /or its authorized representative, is entitled to
 receive 150,000 shares of freely tradable common stock of Celexx.  These shares
are to be registered under a Form S-8 .

For Creative Impact Communications, Inc.

/s/ Michael Kreinest
--------------------------------------------------------
By Michael Kreinest


For CeleXx Corporation

/s/ Douglas H. Forde
-------------------------------------------------------
By Douglas H Forde

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