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EXHIBIT 1 TO FORM 8-K FILED BY E-PAWN.COM, INC. AUGUST 2, 2000
IN THE CIRCUIT COURT OF THE FIFTEENTH JUDICIAL CIRCUIT
IN AND FOR PALM BEACH COUNTY, STATE OF FLORIDA
CIVIL DIVISION
E-PAWN.COM, INC.,
Plaintiff, CASE NO.: CL 007436AN
DIVISION : CIVIL
vs.
CELEXX CORPORATION and DOUGLAS
H. FORDE,
Defendants.
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COMPLAINT
COMES NOW the Plaintiff, E-PAWN.COM, INC., by and through its
undersigned attorney, and sues the Defendants, CELEXX CORPORATION and DOUGLAS
H. FORDE, and states as follows:
1. This is an action for damages which exceeds $15,000.00 exclusive
of costs, interest, and attorney fees.
2. At all times material herein, the Plaintiff, E-PAWN, was a Nevada
corporation authorized to do business in Florida, with its principal office in
Coral Springs, Florida, and was a shareholder of 1 million shares of CELEXX
common stock.
3. At all times material herein, the Defendant, CELEXX CORPORATION,
was a Nevada corporation authorized to do business in Florida, with its
principal office in Boca Raton, Florida.
4. At all times material herein, the Defendant, DOUGLAS H. FORDE, was
the Chairman of the Board and Director of both E-PAWN.COM, INC. and CELEXX
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CORPORATION and CEO of CELEXX CORPORATION , and a resident of Coral Springs,
Florida, and subsequently resigned from E-PAWN on or before July 28, 2000.
COUNT I
SPECIFIC PERFORMANCE / BREACH OF CONTRACT
5. Plaintiff incorporates by reference the allegations contained in
paragraphs 1 through 4 above.
6. On or about March 10, 2000 the Plaintiff and CELEXX entered into a
contract in Coral Springs, Florida, which is attached hereto as Exhibit "A."
The contract was subsequently amended on April 3, 2000 as evidenced by Exhibit
"B" attached hereto.
7. The Plaintiff stands ready to transfer the 10,000,000 shares of
E-PAWN stock to the Defendant, CELEXX.
8. The Defendant, CELEXX breached the contract by failing or refusing
to deliver the 12,000,000 shares of CELEXX for the 10,000,000 shares of E-PAWN
stock.
9. The Defendant, CELEXX breached the contract by failing or refusing
to appoint or elect the current president of E-PAWN to the board of directors
of CELEXX as required by the contract.
10. As a result of the actions of DOUGLAS H. FORDE, the Plaintiff has
been damaged.
11. The Plaintiff has complied with all conditions precedent before
maintaining this action.
WHEREFORE, the Plaintiff, E-PAWN, demands judgment in its favor and
against the Defendant, CELEXX, for specific performance of the contract, or in
the alternative, damages for its breach, together with costs, interest and
attorney fees pursuant to ss.57. 105,
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Florida Statutes, and other relief as the court may deem just in the premises,
and demands trial by jury.
COUNT II
FRAUD
12. Plaintiff incorporates by reference the allegations contained in
paragraphs 1 through 4 and 6 above.
13. On or before July 7, 2000, the Defendant, DOUGLAS H. FORDE,
represented to E-PAWN that he needed a proxy from E-PAWN to vote for an
increase in the authorized shares of CELEXX from 20 million to 100 million in
order to have enough authorized shares to complete the subject contract.
14. Subsequent to receiving the proxy from E-PAWN, DOUGLAS H. FORDE
had enough shares to effectuate the increase in the authorized shares of
CELEXX, however, he failed to issue and exchange same as required by the
agreement.
15. E-PAWN would not have given the proxy to DOUGLAS H. FORDE had it
not been for his misrepresentations.
16. E-PAWN relied to its detriment on the misrepresentations of
DOUGLAS H. FORDE.
17. As a result of the actions of DOUGLAS H. FORDE, the Plaintiff has
been damaged.
18. As a result of the actions of DOUGLAS H. FORDE, the Defendant,
CELEXX has obtained an advantage and has been unjustly enriched.
WHEREFORE, the Plaintiff, E-PAWN, demands the following:
a. A judgment in its favor and against the Defendant, DOUGLAS H. FORD,
for damages, together with costs, interest and attorney fees pursuant
to ss.57. 105,
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Florida Statutes, and b. An injunction against CELEXX issuing the
additional 80 million newly authorized shares, or in the alternative,
a recission of E-PAWN's proxy increasing CELEXX's authorized shares,
and c. Other relief as the court may deem just in the premises, and
demands trial by jury..
COUNT III
BREACH OF FIDUCIARY DUTY
19. Plaintiff incorporates by reference the allegations contained in
paragraphs 1 through 4 and 6 above.
20. DOUGLAS H. FORDE, as the Chairman of the Board and Director of
E-PAWN, had a fiduciary duty to E-PAWN to act in the best interests of E-PAWN.
21. DOUGLAS H. FORDE breached his fiduciary duty to E-PAWN by failing
to have CELEXX effectuate the subject transaction with E-PAWN.
22. DOUGLAS H. FORDE, as the Chairman of the Board, Director, and CEO
of CELEXX had a fiduciary duty to E-PAWN to honestly represent shareholder
votes and act in the best interests of shareholders of CELEXX.
23. DOUGLAS H. FORDE breached his fiduciary duty to E-PAWN by
misrepresenting to E-PAWN the need for a proxy vote at CELEXX.
24. As a result of the actions of DOUGLAS H. FORDE, the Plaintiff has
been damaged.
25. The Plaintiff has complied with all conditions precedent before
maintaining this action.
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WHEREFORE, the Plaintiff, E-PAWN, demands judgment in its favor and
against the Defendant, DOUGLAS H. FORD, for damages, together with costs,
interest and attorney fees pursuant to ss.57. 105, Florida Statutes, and other
relief as the court may deem just in the premises, and demands trial by jury.
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THOMAS JOHN DANDAR, ESQ.
DANDAR & DANDAR, P.A.
Post Office Box 24597
Tampa, Florida 33623-24597
813-289-3858/FAX 287-0895
Florida Bar No. 434825
ATTORNEY FOR PLAINTIFF
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