EXHIBIT 2
AGREEMENT
This Agreement is made between ▇-▇▇▇▇.▇▇▇, Inc. ("EPWN") and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
("SG") in consideration for the actions taken and performed as recited herein,
and this agreement confirms the oral agreements made by the parties in March
and April 2000.
1. SG was the holder of 1,000,000 shares of common stock of EPWN which was
free trading.
2. SG agreed to deliver to CeleXx Corporation ("CLXX") the 1,000,000
shares of EPWN pursuant to a Term Sheet which is attached and which
provided that the shares would be pledged to support a financing
arranged by CLXX.
3. SG agreed with EPWN that the 1,000,000 shares of EPWN stock R/N/O SG
could be released and transferred to CLXX for the benefit of EPWN to
allow EPWN to complete the investment of $5,000,000 under the
Investment Agreement, as amended, made between EPWN and CLXX.
4. EPWN agreed that SG will receive in exchange and in consideration for
the release of the stock to CLXX 2,000,000 shares of CLXX out of the
12,000,000 shares of CLXX EPWN will receive under the terms of the
Investment Agreement, as amended. The two million shares will be
delivered when received by EPWN.
5. SG will retain the rights to the warrants offered by CLXX in the Term
Sheet.
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Signed on August 2, 2000 and effective as of the dates of the oral agreements
of March-April, 2000.
▇-▇▇▇▇.▇▇▇, Inc.
By s/ s/
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▇▇ ▇▇▇▇, President ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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