Exhibit  4.1

                              CONSULTING AGREEMENT


     This CONSULTING AGREEMENT ("Agreement") is entered into this 10h day of May
2001,  by  and  between  EREX,  INC.,  a Nevada corporation (the "Company"), and
Jeffrey  M.  Harvey  ("Consultant").

1.     Engagement  of  Consultant.  The  Company  hereby  engages  Consultant to
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assist  the  Company  in  legal  services.

2.     Compensation.  As  total  and  complete  compensation  for  his  services
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provided  herein, the Company shall issue to Consultant 85,714 shares ("Shares")
of  the  Company's  restricted common stock ("Stock"), par value $.001 per share
valued  at  the  closing  bid  price  of  $.175  per  share.

3.     Expenses.  Company shall assume and shall be responsible for all expenses
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incurred  by  Consultant  and shall be responsible for all disbursements made in
Consultant's  activities.  Except  as  otherwise  specifically authorized by the
President  of  the Company in advance, in writing, Consultant shall not incur on
behalf  of  Company, and Company shall not have, any liability for any expenses,
costs,  and  disbursements  of  Consultant.  Consultant shall indemnify and hold
Company  harmless from and against any and all claims, actions, or liability for
any expenses, costs, and disbursements, including attorneys' fees, of Consultant
or  its  agents,  servants,  contractors,  or  employees.

4.     Term  of  Agreement.  This Agreement shall commence on the date first set
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forth  above and shall continue in full force and effect for a period of one (1)
year.  Either  party,  at  its option, may terminate this Agreement prior to the
expiration  of  such  one  (1)-year  period by providing the other party written
notice  of  intent  to  terminate  not  less  than thirty (30) days prior to the
effective  date  of termination.  Notwithstanding the foregoing, the Company may
immediately  terminate  this  Agreement  if  Consultant  materially  breaches an
obligation  hereunder.

5.     Relationship  of  the  Parties;  Consultant's  Limitations  of Authority.
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Consultant  shall  have  no  authority  to  bind  Company  by  any  contract,
representation,  understanding,  act,  or  deed  concerning  Company.  Except as
otherwise  specifically  set  forth herein, neither the making of this Agreement
nor  the  performance of any part of the provisions hereof shall be construed to
constitute Consultant as an employee, agent or representative of Company for any
purpose,  nor  shall  this  Agreement  be deemed to establish a joint venture or
partnership.  Consultant,  in  all  respects,  shall  be  deemed  an independent
contractor  with  respect  to  the  performance by Consultant of its obligations
hereunder.

6.     Assignment.  Neither  this Agreement nor any of the duties or obligations
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of  Consultant herein may be voluntarily, involuntarily, directly, or indirectly
assigned,  delegated,  or  otherwise  transferred  or  encumbered  by Consultant
without  the  prior,  written  approval  of  the  Company.  Any such assignment,
delegation, transfer, or encumbrance without such approval will be void and will
constitute  a  "material  breach"  of  this  Agreement  entitling the Company to
terminate  this Agreement immediately.  A change in voting control of Consultant
shall  be  deemed  an  assignment  of  this  Agreement.  This Agreement is fully
assignable  by  the  Company  and  shall inure to the benefit of any assignee or
other  successor.

     7.     Miscellaneous  Provisions.
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7.1     Entire Agreement; Binding Effect.  This Agreement constitutes the entire
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agreement  between  the  parties  with  respect  to  the  subject matter of this
Agreement  and  supersedes  any  prior  agreements or understandings between the
parties.  This  Agreement  shall  be  binding on and inure to the benefit of the
parties  hereto  and  their  respective  successors  and  authorized  assigns.

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7.2.     Modification.  This  Agreement  may be modified only upon the execution
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of  a  written  agreement  signed  by  both  of  the  parties.

7.3     Waivers.  No failure on the part of either party hereto to exercise, and
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no delay in exercising, any right, power, or remedy hereunder shall operate as a
waiver  thereof nor shall any single or partial exercise of any right, power, or
remedy hereunder preclude any other or further exercises thereof or the exercise
of  any  other  right,  power,  or  remedy.

7.4     Governing  Law;  Venue and Jurisdiction.  This Agreement shall be deemed
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to  have  been  entered  into in, and for all purposes shall be governed by, the
laws  of  the  State  of  Florida,  without  regard  to  Florida's choice of law
decisions.  The  parties  agree  that any action brought by either party against
the other in any court, whether federal or state, shall be brought within Orange
County,  Florida,  in the applicable state and federal judicial districts and do
hereby  waive all questions of personal jurisdiction or venue for the purpose or
carrying  out  this  provision.

7.5     Attorneys'  Fees.  In  the  event of a dispute under this Agreement, the
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non-prevailing  party  shall  pay  all  of  the  prevailing  party's  reasonable
attorneys' fees and costs incurred in connection with any such action, including
post-judgment  collection  proceedings.

7.6     Severability.  In  the  event  that  any provision of this Agreement, in
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whole  or in part (or the application of any provision to a specific situation),
is  held  to  be  invalid  or  unenforceable by the final judgment of a court of
competent  jurisdiction  after  appeal  or the time for appeal has expired, such
invalidity shall be limited to such specific provision or portion thereof (or to
such  situation),  and  this  Agreement  shall  be construed and applied in such
manner  as  to  minimize  such unenforceability.  This Agreement shall otherwise
remain  in  full  force  and  effect.


7.7     Counterparts.  This  Agreement  may  be  executed  in  two  (2)  or more
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counterparts, each of which shall be deemed an original, but all of which, taken
together,  shall  constitute  one  and  the  same  instrument.

     In  witness  whereof, the parties hereto have executed this Agreement as of
the  date  and  year  first  above  written.

                                   "COMPANY"

                              EREX,  INC.


                              By:  /s/ Carl E. Dilley
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                                   Carl  E.  Dilley


                                   "CONSULTANT"


                              By:  /s/ Jeffrey H. Harvey
                                   -------------------------------
                                   Jeffrey  M.  Harvey


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