EXHIBIT 4.4

                      LEGAL SERVICES LETTER AGREEMENT WITH

                                DARRYL C. SHEETZ

                             DATED NOVEMBER 24, 2000



                                DARRYL C. SHEETZ
                                 ATTORNEY AT LAW

   30 Corporate Park                               1133 Connecticut Avenue, N.W.
       Suite 300                                            Tenth Floor
Irvine, California 92606                                   Washington, DC  20036
     949) 553-0300                                          (202) 625-0300
   FAX (949) 553-0390                                    FAX (202) 833-8491




                                                              November 24, 2000



CeleXx Corporation
7251 W. Palmetto Park Road, Suite 208
Boca Raton, Florida 33433

Attention: Mr. David C. Langle
           Chief Financial Officer

         RE:      CELEXX CORPORATION - ENGAGEMENT LETTER

Dear Mr. Langle:

         This letter shall confirm the engagement of my legal services by CeleXx
Corporation,  a Nevada  corporation (the "Company"),  in connection with general
corporate law advice and  representation,  including analyzing and assisting the
Company  in  identifying  acquisition  targets,  and  the  structuring  of,  due
diligence in connection  with, and negotiation and preparation of agreements and
documents related to mergers and acquisitions of certain  acquisition targets by
the Company.  These  services will not include taking any privately held company
public.

         My billing rate in connection with these matters is $325.00 per hour. A
quarter-hour   is  my  minimum   billing   increment.   Billings   will  include
disbursements  for  out-of-pocket  costs  incurred  in  the  delivery  of  legal
services,  such as  court  costs,  duplication  and  printing  costs,  facsimile
expenses,  filing fees, travel (including  transportation and meals) and lodging
expenses,  overnight  courier  and excess  postage  charges,  and other  similar
expenses incurred in connection with my services. We have discussed the policies

                                       22
<PAGE>

and  procedures  of my law  office,  which  generally  require  clients to pay a
retainer. In lieu of the payment of a retainer,  the Company has agreed to issue
to me 50,000  shares  (Shares) of free trading  common stock of the Company upon
the effectiveness of an S-8 registration statement including the Shares. Payment
of a retainer in the form of the Shares is expressly  intended to  compensate me
for the  corporate  law  advice and  representation  described  above  performed
between the date of this letter and December  31,  2000.  The Shares will not be
issued in  consideration  for any services I render in  connection  with the S-8
registration statement and opinion of counsel attached thereto. When issued, the
Shares will be duly authorized,  validly issued and outstanding,  fully paid and
non-assessable, and not subject to any liens or encumbrances, or any requirement
to return the Shares to the Company in the event my services are  terminated  at
any time for any reason.

         The Company will be billed  separately for all legal services I perform
in connection with the preparation of the S-8 registration statement referred to
above  and  the  opinion  of  legal  counsel  to be  rendered  at the  time  the
registration  statement is filed.  The Company will be expected to pay for these
services in the form of a company check within 30 days  following its receipt of
my  statement.  If the  Company  fails to pay any  statement  within  the 30-day
period,  legal services may be terminated upon delivery of written notice to the
Company.

         This letter  agreement shall be governed by and construed in accordance
with the internal laws of the State of California, without regard to its laws of
conflicts.

         Please  acknowledge  acceptance of the foregoing  engagement by signing
and dating a copy of this letter below, where  appropriate,  and returning it to
me.

         Thank you very much for the opportunity to be of service.

                                                              Very truly yours,



                                                            /s/ Darryl C. Sheetz
                                                              ------------------
                                                                Darryl C. Sheetz

         The foregoing  terms and conditions of engagement of legal services are
acknowledged and agreed to as of this 27th day of November, 2000.

                                                              Celexx Corporation

                                                         By: /s/ David C. Langle
                                                         -----------------------
                                                         David C. Langle
                                                         Chief Financial Officer

                                       23