CELEXX CORP
OPTION AGREEMENT DATED OCTOBER 26, 2000
<DOCUMENT>
<TYPE>EX-10.11
<SEQUENCE>3
<FILENAME>0003.txt
<DESCRIPTION>OPTION AGREEMENT DATED OCTOBER 26, 2000
<TEXT>


                                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
</TEXT>
</DOCUMENT>
