OPTION AGREEMENT
THIS AGREEMENT ("agreement") is made this 26th day of October 2000,
between E-PAWN.COM, INC. ("Optionee"), a Nevada corporation and CELEXX
CORPORATION ("Optionor"), a Nevada corporation.
In consideration for the $10.00 and the promises and representations
made in this Agreement, the parties agree as follows:
1. CALL OPTION. Optionor hereby grants to the Optionee the right and option to
acquire up to 5,250,000 shares of common stock, par value $.001 per share
of E-PAWN.COM, INC. ("Option Shares") held by Optionor. The option to
acquire the Option Shares shall exist from the date of signing this
Agreement until September 30, 2003 ("Option Period"). Optionee shall have
the right to acquire the Option Shares at any time during the Option period
by paying a consideration of US $3.00 per share which price will be
adjusted to give effect to any splits of recapitalizations ("Option
Price").
2. PUT OPTION. If the closing bid price per share of the Option Shares reaches
$4.00 per share taking into consideration and giving effect to any splits
or recapitalization, the Optionor shall have the right, at its option, to
demand that Optionee purchase the Option Shares at the price of $3.00 per
share, as adjusted, and if the Optionee fails to purchase the Option
Shares, the option shall terminate.
3. EXERCISE OF OPTION. Optionee or Optionor may exercise their respective
option provided in paragraph 1 or paragraph 2 above, by giving the opposite
party notice of intent to exercise the option. Exercising party shall
identify the place for the closing, and the closing shall occur within 30
days of the date of notice. Optionor shall deliver the certificate
representing the Option Shares free and clear with a blank stock power at
the closing, and the transfer will be made on a delivery versus payment
basis. Optionee shall deliver good funds in the amount of the Option Price
for the Option Shares. Optionee may purchase all or any part of the Option
Shares subject to this option.
4. ASSIGNABILITY. The option provided under this Agreement is divisible and
assignable by the Optionee. Optionee will give notice to the Optionor of
any assignment or transfer of rights under this option.
5. RESTRICTIONS AND HOLDING OF SHARES. Optionor agrees that during the Option
Period Optionor will maintain control over the shares and will not transfer
or otherwise alienate the shares to any other person, without the consent
of the Optionees. Optionee agrees to keep the shares in certificate form
during the Option Period.
CELEXX CORPORATION (Optionor)
By: /S/ Douglas Forde
E-PAWN.COM, INC. (Optionee)
By: /S/ Ed Ries
