AGREEMENT OF SETTLEMENT AND RELEASE

         THIS AGREEMENT OF SETTLEMENT AND RELEASE  ("Agreement") is entered into
by and among CELEXX CORPORATION ("Celexx"), E-PAWN.COM, INC. ("Epawn"), Vanguard
Communications   ("Vanguard"),   Shaun  Greyling  ("Greyling")  and  Doug  Forde
("Forde")  (collectively  the "Parties" and each  individually  referred to as a
"Party") with reference to the following facts:

                                R E C I T A L S:

A.             Pursuant to the terms of an agreement  between  Celexx and Epawn,
               the parties may have been  obligated to exchange  shares of their
               respective  stock and perform other terms and conditions.  A copy
               of said  agreement  and its  amendments  is  attached  hereto  as
               Exhibit "A".

B.             Pursuant  to  the  terms  of  an  agreement  between  Celexx  and
               Vanguard,  the parties may have been entitled to the  performance
               of additional services and the payment for said services.  A copy
               of the agreement is attached hereto as Exhibit "B".

C.             Disputes have arisen between Epawn,  Vanguard,  Celexx,  Greyling
               and Forde concerning the above agreements and other things.

D.             The  parties  hereto  now desire to reach a  complete,  final and
               binding settlement of all of the disputes between and among them,
               concerning   or  arising  out  of  any  of  the   above-mentioned
               agreements  or any  other  oral or  written  agreements  or other
               rights,  actions,  judgment or other  dealings  between and among
               them.

          NOW,  THEREFORE,  in  consideration of the mutual terms and conditions
herein, the parties agree as follows:

         1.  Payment.  With respect to all damages and costs  incurred by any of
the parties  hereto as a result of any alleged  breach of any agreement or other
right or cause arising prior to the date hereof,  including  without  limitation
the performance of the above referenced agreements,  Epawn shall pay to Vanguard
the $12,000.00  which Epawn  acknowledges  Epawn owes Celexx for the delivery to
Epawn of the equipment  set forth on Exhibit "C" attached  hereto such sum being
assigned  by Celexx to  Vanguard  and  Celexx  shall  cause to be  delivered  to
Vanguard  250,000 shares of  unregistered  Common Stock of Celexx.  In addition,
Epawn shall deliver to Celexx 5,250,000 shares of its unregistered  Common Stock
and Celexx shall deliver 2,000,000 of its unregistered Common Stock to Epawn and
Celexx shall forgive the loan to Epawn in the amount of $500,000.00. Epawn shall
return the Equipment set forth on Exhibit "C" to Celexx. Celexx shall deliver to
Greyling  1,000,000  shares of common stock of Epawn held by it and a warrant to
purchase  250,000  shares of common  stock of Celexx  granting  him the right to
purchase  the  shares at $2.50 per  share  until  October  20,  2003.  The above
payments,  releases and deliveries of securities shall be collectively  referred
to herein as a "Settlement  Payment".  The  Settlement  Payment shall be made by
each Party within ten (10) days of the date of this Agreement.


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         2. Mutual Release.  Except for the performance of the covenants of this
Agreement, Celexx, Epawn, Vanguard, Greyling and Forde, each hereby releases the
other named party, and each of their respective officers, directors,  employees,
agents, partners, attorneys, parent and subsidiary corporations and predecessors
in  interest  from any and all rights,  interests,  claims,  demands,  causes of
action,   indebtedness,   damages,   consequential  damages,   personal  injury,
liabilities  and  obligations  of every  kind and  nature,  known  and  unknown,
suspected  and  unsuspected,  fixed or  contingent,  which any Party now owns or
holds or has at any time up to the date of this  agreement  and release owned or
held  against a Party  arising out of or in any way relating to any of the above
referenced agreements or any other matter,  including without limitation (a) any
and all claims,  rights,  interests,  demands,  causes of action,  indebtedness,
liabilities  and  obligations;  (b) costs of any litigation and attorney's  fees
incurred by a Party therein; (c) costs and damages, including but not limited to
incidental  and  consequential  damages,  incurred  due to the  existence of any
performance or failure to perform any agreement of a Party;  (d) interest on any
of the above;  (e)  punitive  damages,  if any;  and (f) any other  expenses and
liabilities.  Each Party  represents  and warrants  that it has not assigned any
cause of action  described  herein to any other  person or entity and each party
has full authority to make this Release.

         3.  Confidentiality.  Except for the press release set forth below,  no
Party shall disclose to or discuss with anyone either (a) the existence,  nature
or  terms  of  this  Agreement,  (b) any  other  fact or  matter  related  to or
concerning  the  matters  described  herein.  Each Party  acknowledges  that the
restrictions contained in this paragraph are reasonable and necessary to protect
the  legitimate  interests  of the  Parties.  Each  Party  understands  that any
violation of such  restrictions  will cause  irreparable  injury  within a short
period of time, and agrees that any other Party shall be entitled to preliminary
injunctive  relief and other  injunctive  relief  against such  violation.  Such
injunctive  relief shall be in addition  to, and in no way a limitation  of, any
and all other remedies available at law and in equity.

         4.   No  Admission  of  Liability.  This  Agreement  is the result of a
compromise  and  shall  never  at  any time for any purpose be  considered as an
admission as to the fact or amount of any  liability  or  responsibility  on the
part of any of the parties.

         5. Entire  Agreement;  Modification.  This  Agreement  constitutes  and
contains the entire  agreement of the parties,  and supersedes any and all prior
negotiations, correspondence,  understandings and agreements between the parties
respecting  the subject  matter hereof and any such  agreements  are merged into
this  Agreement.  This  agreement  may be amended  only by a written  instrument
signed by each of the parties.


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         6. Successors and Assigns. The provisions of this Agreement shall inure
to the benefit of, and shall be binding upon,  the successors and assigns of the
parties hereto.

         7.  Counterparts.  This  Agreement  may be  executed  in any  number of
counterparts.  Upon execution of any two  counterparts  of this Agreement by any
two parties  hereto,  this Agreement shall be valid and binding between such two
parties  without  regard to  whether  the third  party  hereto  also  executes a
counterpart  hereof.  Upon subsequent  execution of a counterpart hereof by such
third  party,  this  Agreement  shall be valid and  binding  between all parties
hereto.

         8. Attorneys' Fees. In the event of any controversy,  claim, dispute or
litigation  relating to this Agreement or its breach, the prevailing party shall
be entitled  to recover  from the losing  party its  expenses  and court  costs,
including but not limited to attorneys' fees, and including costs of appeal,  in
such amount as the court determines is reasonable.

         9.   Governing  Law. This  Agreement  shall be governed in all respects
by the internal laws of the State of Florida. The Parties  agree that the remedy
of specific performance  is an  appropriate  remedy under which any Party hereto
may  seek  relief  in  the  form  of  an order compelling the performance of any
obligation created herein.

         10. Non-disparagement.  The Parties hereto agree to keep all details of
their  relationship  confidential,  including,  but not limited to the terms and
conditions of this Agreement, other than as required under applicable disclosure
requirements  with any  governmental  regulatory  authority  or  exchange or any
securities industry  self-regulatory body and in a press release and SEC filings
that  shall  confirm  that the  prior  agreements  and  negotiations  have  been
rescinded and all matters settled.  The Parties  expressly agree and covenant to
each  other that no Party  shall  make any  statements  or  pronouncements  that
disparage  the  character or question  the  integrity of any other Party to this
Agreement,  in any forum, including without limitation the financial press or in
oral or  written  communications  or  conversations  with  any  third  party  or
shareholder  after the execution of this  Agreement by all Parties.  The Parties
hereto hereby agree to give no further  information to the public and that, save
as required by law or regulatory authority,  a "no comment" response be given to
any third parties if further  questioned about the matters  contemplated by this
Agreement.

         11. Press  Release.  Celexx and Epawn shall consult with the other with
regard  to  the  language of any press release prior to the other issuing such a
release.

         IN WITNESS WHEREOF, the undersigned have executed this Agreement on the
dates set forth below.

Dated: October 20, 2000                              CELEXX

Attest: ______________________                       By: _______________________
         Secretary                                                     President


Dated: October 20, 2000                              EPAWN

Attest: ______________________                       By: _______________________
         Secretary                                                     President

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