Exhibit 4.1

                              CONSULTING AGREEMENT


     This  CONSULTING  AGREEMENT  ("Agreement") is entered into this 10th day of
May  2001, by and between E-REX, INC., a Nevada corporation (the "Company"), and
Carl  E.  Dilley  ("Consultant").

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

     2.     Compensation.  As  total  and complete compensation for his services
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provided herein, the Company shall issue to Consultant 162,857 shares ("Shares")
of  the  Company's restricted common stock ("Stock"), par value $.001 per share.

     3.     Expenses.  Company  shall  assume  and  shall be responsible for all
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expenses  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
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set  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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Except  as  otherwise specifically set forth in this Agreement, Consultant shall
have no authority to represent Company as an agent of Company.  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
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obligations 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
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the  entire  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
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execution  of  a  written  agreement  signed  by  both  of  the  parties.

          7.3     Waivers.  No  failure  on  the  part of either party hereto to
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exercise,  and  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
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be  deemed  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
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Agreement,  the  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
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Agreement,  in  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
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more  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"

                              E-REX,  INC.


                              By: /s/ Donald A. Mitchell
                                  -----------------------
                                  Donald  A.  Mitchell


                                   "CONSULTANT"


                                 /s/ Carl E. Dilley
                                 -----------------------------
                                 Carl  E.  Dilley


erex/agreements/jbg  consulting  agt



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