THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"),
OR ANY STATE SECURITIES LAW, AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED,
HYPOTHECATED OR OTHERWISE DISPOSED OF OR EXERCISED UNLESS (i) A REGISTRATION
STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS SHALL
HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (ii) AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS IS
AVAILABLE IN CONNECTION WITH SUCH OFFER, SALE OR TRANSFER.

AN INVESTMENT IN THESE SECURITIES INVOLVES A HIGH DEGREE OF RISK. HOLDERS MUST
RELY ON THEIR OWN ANALYSIS OF THE INVESTMENT AND ASSESSMENT OF THE RISKS
INVOLVED. SEE THE RISK FACTORS SET FORTH UNDER THAT CERTAIN INVESTMENT AGREEMENT
BY AND BETWEEN THE COMPANY AND HOLDER REFERENCED THEREIN AS EXHIBIT J.


Warrant to Purchase
      "N" shares                                            Warrant Number ____
     ----

                        Warrant to Purchase Common Stock
                                       of
                                   E-Rex, Inc.

         THIS CERTIFIES that Swartz Private Equity, LLC or any subsequent holder
hereof ("Holder"), has the right to purchase from E-Rex, Inc., a Nevada
corporation (the "Company"), up to "N" fully paid and nonassessable shares,
wherein "N" is defined below, of the Company's common stock, $0.001 par value
per share ("Common Stock"), subject to adjustment as provided herein, at a price
equal to the Exercise Price as defined in Section 3 below, at any time beginning
on the Date of Issuance (defined below) and ending at 5:00 p.m., New York, New
York time the date that is seven (7) years after the Date of Issuance (the
"Exercise Period"); provided, that, with respect to each "Put," as that term is
defined in that certain Investment Agreement (the "Investment Agreement") by and
between the initial Holder and Company, dated on or about December 22, 2000, "N"
shall equal ten percent (10%) of the number of shares of Common Stock purchased
by the Holder in that Put.

         Holder agrees with the Company that this Warrant to Purchase Common
Stock of the Company (this "Warrant") is issued and all rights hereunder shall
be held subject to all of the conditions, limitations and provisions set forth
herein.

         1.       Date of Issuance and Term.
                  --------------------------

         This Warrant shall be deemed to be issued on _____________, ______
("Date of Issuance"). The term of this Warrant is seven (7) years from the Date
of Issuance.

                                       1
<PAGE>

         Notwithstanding anything to the contrary herein, the applicable portion
of this Warrant shall not be exercisable during any time that, and only to the
extent that, the number of shares of Common Stock to be issued to Holder upon
such exercise, when added to the number of shares of Common Stock, if any, that
the Holder otherwise beneficially owns at the time of such exercise, would equal
or exceed 4.99% of the number of shares of Common Stock then outstanding, as
determined in accordance with Section 13(d) of the Exchange Act (the "4.99%
Limitation"). The 4.99% Limitation shall be conclusively satisfied if the
applicable Exercise Notice includes a signed representation by the Holder that
the issuance of the shares in such Exercise Notice will not violate the 4.99%
Limitation, and the Company shall not be entitled to require additional
documentation of such satisfaction.

         2.       Exercise.
                  --------

         (a) Manner of Exercise. During the Exercise Period, this Warrant may be
exercised as to all or any lesser number of full shares of Common Stock covered
hereby (the "Warrant Shares") upon surrender of this Warrant, with the Exercise
Form attached hereto as Exhibit A (the "Exercise Form") duly completed and
executed, together with the full Exercise Price (as defined below) for each
share of Common Stock as to which this Warrant is exercised, at the office of
the Company, Attention: Carl E. Dilley, President & CEO, 8890 Coral Way #220,
Miami, FL 33165; Telephone: (305) 554-9903, Facsimile: (305) 552-5149, or at
such other office or agency as the Company may designate in writing, by
overnight mail, with an advance copy of the Exercise Form sent to the Company
and its Transfer Agent by facsimile (such surrender and payment of the Exercise
Price hereinafter called the "Exercise of this Warrant").

         (b) Date of Exercise. The "Date of Exercise" of the Warrant shall be
defined as the date that the advance copy of the completed and executed Exercise
Form is sent by facsimile to the Company, provided that the original Warrant and
Exercise Form are received by the Company as soon as practicable thereafter.
Alternatively, the Date of Exercise shall be defined as the date the original
Exercise Form is received by the Company, if Holder has not sent advance notice
by facsimile. The Company shall not be required to deliver the shares of Common
Stock to the Holder until the requirements of Section 2(a) above are satisfied.

         (c) Delivery of Shares of Common Stock Upon Exercise. Upon any exercise
of this Warrant, the Company shall use its reasonable best efforts to deliver,
or shall cause its transfer agent to deliver, a stock certificate or
certificates representing the number of shares of Common Stock into which this
Warrant was exercised, within five (5) trading days (the "Share Delivery
Deadline") of the date that all of the following have been received by the
Company: (i) the original completed and executed Exercise Form, (ii) the
original Warrant and (iii) the Exercise Price (if applicable)(collectively, the
"Receipt Date"). Such stock certificates shall not contain a legend restricting
transfer if a registration statement covering the resale of such shares of
Common Stock has been filed by the Company and declared effective by the
Securities and Exchange Commission, and is current and effective at the time of
such exercise or if such shares of Common Stock, in the reasonable opinion of
the Company or its counsel, may be resold pursuant to an exemption from
registration, including but not limited to Rule 144 under the Securities Act of
1933.

                                       2

<PAGE>

         (d) Buy-In Cure. If (i) the Company fails for any reason to deliver the
requisite number of shares of Common Stock (unlegended, if so required by the
terms of this Warrant)(the "Warrant Shares") to a Holder upon an exercise of
this Warrant by the Share Delivery Deadline, (ii) the Holder has sold some or
all of the Warrant Shares (the "Sold Shares") which such Holder anticipated
receiving upon such Exercise, and (iii) after the applicable Share Delivery
Deadline with respect to such Exercise, the broker that sold the Sold Shares for
Holder purchases (in an open market transaction or otherwise) shares of Common
Stock to make delivery upon the sale by a Holder of the Sold Shares (a
"Buy-In"), the Company shall pay such Holder within two (2) business days
following receipt of written notice of a claim pursuant to this Section 2(d) (in
addition to any other remedies available to Holder) the amount (a "Buy-In
Payment") by which (x) such Holder's total purchase price (including brokerage
commission, if any) for the shares of Common Stock so purchased exceeds (y) the
net proceeds received by such Holder from the sale of the Sold Shares. For
example, if a Holder purchases shares of Common Stock having a total purchase
price of $11,000 to cover a Buy-In with respect to shares of Common Stock sold
for $10,000, the Company will be required to pay such Holder $1,000. A Holder
shall provide the Company written notification indicating any amounts payable to
Holder pursuant to this Section 2(d).

         (e) [Intentionally Left Blank].

         (f) Cancellation of Warrant. This Warrant shall be canceled upon the
Exercise of this Warrant, and, as soon as practical after the Date of Exercise,
Holder shall be entitled to receive Common Stock for the number of shares
purchased upon such Exercise of this Warrant, and if this Warrant is not
exercised in full, Holder shall be entitled to receive a new Warrant (containing
terms identical to this Warrant) representing any unexercised portion of this
Warrant in addition to such Common Stock.

         (g) Holder of Record. Each person in whose name any Warrant for shares
of Common Stock is issued shall, for all purposes, be deemed to be the Holder of
record of such shares on the Date of Exercise of this Warrant, irrespective of
the date of delivery of the Common Stock purchased upon the Exercise of this
Warrant. Nothing in this Warrant shall be construed as conferring upon Holder
any rights as a stockholder of the Company.

         3.       Payment of Warrant Exercise Price.
                  ---------------------------------

         The Exercise Price ("Exercise Price"), shall initially equal $Y per
share ("Initial Exercise Price"), where "Y" shall equal the Market Price for the
applicable Put (as both are defined in the Investment Agreement) or, if the Date
of Exercise is more than six (6) months after the Date of Issuance, the lesser
of (i) the Initial Exercise Price or (ii) the "Lowest Reset Price," as that term
is defined below. The Company shall calculate a "Reset Price" on each six-month
anniversary date of the Date of Issuance which shall equal the lowest Closing
Bid Price of the Common Stock for the five (5) trading days ending on such
six-month anniversary date of the Date of Issuance. The "Lowest Reset Price"
shall equal the lowest Reset Price determined on any six-month anniversary date
of the Date of Issuance preceding the Date of Exercise, taking into account, as
appropriate, any adjustments made pursuant to Section 5 hereof. Notwithstanding
the

                                       3

<PAGE>

above if all of the following are true on the date of an Exercise of this
Warrant, then the Exercise Price with respect to that Exercise only shall equal
the Initial Exercise Price (subject to any adjustments required under Section 5
of this Warrant), notwithstanding any price resets that would otherwise apply
pursuant to this Section 3: (A) the Company has not completed a reverse stock
split anytime after the Date of Issuance through and including the date of such
Exercise, (B) the lowest Closing Price of the Company's Common Stock for the
five (5) trading days immediately preceding the date of such Exercise is $3.00
or greater.

         For purposes hereof, the term "Closing Bid Price" shall mean the
closing bid price on the O.T.C. Bulletin Board, the National Market System
("NMS"), the New York Stock Exchange, the Nasdaq Small Cap Market, or if no
longer traded on the O.T.C. Bulletin Board, the NMS, the New York Stock
Exchange, the Nasdaq Small Cap Market, the "Closing Bid Price" shall equal the
closing price on the principal national securities exchange or the
over-the-counter system on which the Common Stock is so traded and, if not
available, the mean of the high and low prices on the principal national
securities exchange on which the Common Stock is so traded.

         Payment of the Exercise Price may be made by either of the following,
or a combination thereof, at the election of Holder:

         (i)    Cash Exercise: cash, bank or cashiers check or wire transfer; or

         (ii) Cashless Exercise: surrender of this Warrant with the Exercise
Form at the principal office of the Company together with notice of cashless
election, in which event the Company shall issue Holder a number of shares of
Common Stock computed using the following formula:

                                            X = Y (A-B)/A

where:   X = the number of shares of Common Stock to be issued to Holder.

         Y = the number of shares of Common Stock for which this Warrant is
being exercised.

                  A = the Market Price of one (1) share of Common Stock (for
                  purposes of this Section 3(ii), where the "Market Price" shall
                  be defined as the average closing price of the Common Stock
                  for the five (5) trading days prior to the Date of Exercise of
                  this Warrant (the "Average Closing Price"), as reported by the
                  O.T.C. Bulletin Board, National Association of Securities
                  Dealers Automated Quotation System ("Nasdaq") Small Cap
                  Market, or if the Common Stock is not traded on the Nasdaq
                  Small Cap Market, the Average Closing Price in any other
                  over-the-counter market; provided, however, that if the Common
                  Stock is listed on a stock exchange, the Market Price shall be
                  the Average Closing Price on such exchange for the five (5)
                  trading days prior to the date of exercise of the Warrants. If
                  the Common Stock is/was not traded during the five (5) trading
                  days prior to the Date of Exercise, then the closing price for
                  the last publicly traded day

                                       4

<PAGE>

                  shall be deemed to be the closing price for any and all (if
                  applicable) days during such five (5) trading day period.

                  B = the Exercise Price.

         Notwithstanding the above, the Holder shall not be entitled to exercise
this Warrant in a Cashless Exercise until after the date that is ninety (90)
days after the Date of Issuance and, if the Company has entered into a
Registration Rights Agreement with Swartz Private Equity, LLC in conjunction
with the Investment Agreement and the Company has filed a Registration Statement
pursuant to such Registration Rights Agreement within ninety (90) days of the
date of such Registration Rights Agreement, then the Holder shall not be
entitled to exercise this Warrant in a Cashless Exercise until after the date
that is six (6) months after the Date of Issuance.

         For purposes of Rule 144 and sub-section (d)(3)(ii) thereof, it is
intended, that the Common Stock issuable upon exercise of this Warrant in a
cashless exercise transaction shall be deemed to have been acquired at the time
this Warrant was issued. Moreover, it is intended, understood and acknowledged
that the holding period for the Common Stock issuable upon exercise of this
Warrant in a cashless exercise transaction shall be deemed to have commenced on
the date this Warrant was issued. Notwithstanding the above, if a determination
contrary to the above is made as a matter of law by a court or governmental
agency of competent jurisdiction, then such determination shall govern, and the
Company's acting in accordance with such determination shall not give rise to a
default under this paragraph.

         4.       Transfer and Registration.
                  -------------------------

         (a) Transfer Rights. Following an assignment permitted by and in
accordance with Section 8 of this Warrant, this Warrant may be transferred on
the books of the Company, in whole or in part, in person or by attorney, upon
surrender of this Warrant properly completed and endorsed. This Warrant shall be
canceled upon such surrender and, as soon as practicable thereafter, the person
to whom such transfer is made shall be entitled to receive a new Warrant or
Warrants as to the portion of this Warrant transferred, and Holder shall be
entitled to receive a new Warrant as to the portion hereof retained.

         (b) Registrable Securities. The Common Stock issuable upon the exercise
of this Warrant constitutes "Registrable Securities" under that certain
Registration Rights Agreement dated on or about December 22, 2000 between the
Company and certain investors and, accordingly, has the benefit of the
registration rights pursuant to that agreement.

         (c) Limitation on Obligations to Register under a Piggyback
Registration. In the case of a Piggyback Registration pursuant to an
underwritten public offering by the Company, if the managing underwriter
determines and advises in writing that the inclusion in the registration
statement of all Registrable Securities proposed to be included would interfere
with the successful marketing of the securities proposed to be registered by the
Company, then the Company shall not be required to register all of the
Registrable Securities in such underwritten public offering and the number of
such

                                       5

<PAGE>

Registrable Securities to be included in the Piggyback Registration
Statement, to the extent such Registrable Securities may be included in such
Piggyback Registration Statement, shall be allocated among all Holders who had
requested Piggyback Registration pursuant to the terms hereof, in the proportion
that the number of Registrable Securities which each such Holder seeks to
register bears to the total number of Registrable Securities sought to be
included by all Holders. If required by the managing underwriter of such an
underwritten public offering, the Holders shall enter into an agreement,
reasonably acceptable to the Company, limiting the number of Registrable
Securities to be included in such Piggyback Registration Statement and the
terms, if any, regarding the future sale of such Registrable Securities.

         5.       Anti-Dilution Adjustments.
                  -------------------------

         (a) Stock Dividend. If the Company shall at any time declare a dividend
payable in shares of Common Stock, then Holder, upon Exercise of this Warrant
after the record date for the determination of holders of Common Stock entitled
to receive such dividend, shall be entitled to receive upon Exercise of this
Warrant, in addition to the number of shares of Common Stock as to which this
Warrant is exercised, such additional shares of Common Stock as such Holder
would have received had this Warrant been exercised immediately prior to such
record date and the Exercise Price will be proportionately adjusted.

         (b) Recapitalization or Reclassification. If the Company shall at any
time effect a recapitalization, reclassification or other similar transaction of
such character that the shares of Common Stock shall be changed into or become
exchangeable for a larger or smaller number of shares, then upon the effective
date thereof, the number of shares of Common Stock which Holder shall be
entitled to purchase upon Exercise of this Warrant shall be increased or
decreased, as the case may be, in direct proportion to the increase or decrease
in the number of shares of Common Stock by reason of such recapitalization,
reclassification or similar transaction, and the Exercise Price shall be, in the
case of an increase in the number of shares, proportionally decreased and, in
the case of decrease in the number of shares, proportionally increased. The
Company shall give Holder the same notice it provides to holders of Common Stock
of any transaction described in this Section 5(b).

         (c) Distributions. If the Company shall at any time distribute for no
consideration to holders of Common Stock cash, evidences of indebtedness or
other securities or assets (other than cash dividends or distributions payable
out of earned surplus or net profits for the current or preceding years) then,
in any such case, Holder shall be entitled to receive, upon Exercise of this
Warrant, with respect to each share of Common Stock issuable upon such exercise,
the amount of cash or evidences of indebtedness or other securities or assets
which Holder would have been entitled to receive with respect to each such share
of Common Stock as a result of the happening of such event had this Warrant been
exercised immediately prior to the record date or other date fixing shareholders
to be affected by such event (the "Determination Date") or, in lieu thereof, if
the Board of Directors of the Company should so determine at the time of such
distribution, a reduced Exercise Price determined by multiplying the Exercise
Price on the Determination Date by a fraction, the numerator of which is the
result of such Exercise Price reduced by the value of such distribution
applicable to one share of

                                        6

<PAGE>

Common Stock (such value to be determined by the Board of Directors of the
Company in its discretion) and the denominator of which is such Exercise Price.

         (d) Notice of Consolidation or Merger. The Company shall not, at any
time after the date hereof, effect a merger, consolidation, exchange of shares,
recapitalization, reorganization, or other similar event, as a result of which
shares of Common Stock shall be changed into the same or a different number of
shares of the same or another class or classes of stock or securities or other
assets of the Company or another entity or there is a sale of all or
substantially all the Company's assets (a "Corporate Change"), unless the
resulting successor or acquiring entity (the "Resulting Entity") assumes by
written instrument the Company's obligations under this Warrant, including but
not limited to the Exercise Price reset provisions as provided herein during the
term of the resultant warrants, and agrees in such written instrument that this
Warrant shall be exerciseable into such class and type of securities or other
assets of the Resulting Entity as Holder would have received had Holder
exercised this Warrant immediately prior to such Corporate Change, and the
Exercise Price of this Warrant shall be proportionately increased (if this
Warrant shall be changed into or become exchangeable for a warrant to purchase a
smaller number of shares of Common Stock of the Resulting Entity) or shall be
proportionately decreased (if this Warrant shall be changed or become
exchangeable for a warrant to purchase a larger number of shares of Common Stock
of the Resulting Entity); provided, however, that Company may not affect any
Corporate Change unless it first shall have given thirty (30) days notice to
Holder hereof of any Corporate Change.

         (e) Exercise Price Adjusted. As used in this Warrant, the term
"Exercise Price" shall mean the purchase price per share specified in Section 3
of this Warrant, until the occurrence of an event stated in subsection (a), (b),
(c) or (d) of this Section 5, and thereafter shall mean said price as adjusted
from time to time in accordance with the provisions of this Warrant. No such
adjustment under this Section 5 shall be made unless such adjustment would
change the Exercise Price at the time by $0.01 or more; provided, however, that
all adjustments not so made shall be deferred and made when the aggregate
thereof would change the Exercise Price at the time by $0.01 or more. No
adjustment made pursuant to any provision of this Section 5 shall have the net
effect of increasing the Exercise Price in relation to the split adjusted and
distribution adjusted price of the Common Stock. The number of shares of Common
Stock subject hereto shall increase proportionately with each decrease in the
Exercise Price.

         (f) Adjustments: Additional Shares, Securities or Assets. In the event
that at any time, as a result of an adjustment made pursuant to this Section 5,
Holder shall, upon Exercise of this Warrant, become entitled to receive shares
and/or other securities or assets (other than Common Stock) then, wherever
appropriate, all references herein to shares of Common Stock shall be deemed to
refer to and include such shares and/or other securities or assets; and
thereafter the number of such shares and/or other securities or assets shall be
subject to adjustment from time to time in a manner and upon terms as nearly
equivalent as practicable to the provisions of this Section 5.

         6.       Fractional Interests.
                  --------------------

                  No fractional shares or scrip representing fractional shares
shall be issuable upon the Exercise of this Warrant, but on Exercise of this
Warrant, Holder may

                                        7

<PAGE>

purchase only a whole number of shares of Common Stock. If, on Exercise of this
Warrant, Holder would be entitled to a fractional share of Common Stock or a
right to acquire a fractional share of Common Stock, such fractional share shall
be disregarded and the number of shares of Common Stock issuable upon exercise
shall be the next higher number of shares.

         7.       Reservation of Shares.
                  ---------------------

                  The Company shall at all times reserve for issuance such
number of authorized and unissued shares of Common Stock (or other securities
substituted therefor as herein above provided) as shall be sufficient for the
Exercise of this Warrant and payment of the Exercise Price. The Company
covenants and agrees that upon the Exercise of this Warrant, all shares of
Common Stock issuable upon such exercise shall be duly and validly issued, fully
paid, nonassessable and not subject to preemptive rights, rights of first
refusal or similar rights of any person or entity.

         8.       Restrictions on Transfer.
                  ------------------------

                  (a) Registration or Exemption Required. This Warrant has been
issued in a transaction exempt from the registration requirements of the Act by
virtue of Regulation D and exempt from state registration under applicable state
laws. The Warrant and the Common Stock issuable upon the Exercise of this
Warrant may not be pledged, transferred, sold or assigned unless (i) done
pursuant to an effective registration statement or a valid exemption from
registration under applicable securities laws, which is supported by an opinion
from the Investor's counsel ("Investor's Opinion") to the effect that such
registration is not required and (ii) the transfer complies with any applicable
state and federal securities laws and does not cause the initial issuance of
this Warrant to violate applicable state or federal securities laws; provided
that, if no registration covering the resale of the Warrant Shares is effective
at the time the Warrant Shares are issued, the Holder consents to a legend being
placed on certificates for the Warrant Shares stating that the securities have
not been registered under the Securities Act and referring to such restrictions
on transferability and sale.

                  (b) Assignment. Subject to the restrictions set forth in
subsection (a) above, Holder may sell, transfer, assign, pledge or otherwise
dispose of this Warrant, in whole or in part. Holder shall deliver a written
notice to Company, substantially in the form of the Assignment attached hereto
as Exhibit B, indicating the person or persons to whom the Warrant shall be
assigned and the respective number of warrants to be assigned to each assignee,
the Investor's Opinion (as defined above) and any required information or
documentation required to satisfy an exemption under applicable securities laws
(e.g., if required, an investor questionnaire, etc.). The Company shall effect
the assignment within ten (10) days, and shall deliver to the assignee(s)
designated by Holder a Warrant or Warrants of like tenor and terms for the
appropriate number of shares, within a commercially reasonable time after
receipt of Holder's notices.

         9.       Benefits of this Warrant.
                  ------------------------

                  Nothing in this Warrant shall be construed to confer upon any
person other than the Company and Holder any legal or equitable right, remedy or
claim under this

                                        8

<PAGE>

Warrant and this Warrant shall be for the sole and exclusive benefit of the
Company and Holder.

         10.      Applicable Law.
                  --------------

                  This Warrant is issued under and shall for all purposes be
governed by and construed in accordance with the laws of the state of Georgia,
without giving effect to conflict of law provisions thereof.

         11.      Loss of Warrant.
                  ---------------

                  Upon receipt by the Company of evidence of the loss, theft,
destruction or mutilation of this Warrant, and (in the case of loss, theft or
destruction) of indemnity or security reasonably satisfactory to the Company,
and upon surrender and cancellation of this Warrant, if mutilated, the Company
shall execute and deliver a new Warrant of like tenor and date.

         12.      Notice or Demands.
                  -----------------

Notices or demands pursuant to this Warrant to be given or made by Holder to or
on the Company shall be sufficiently given or made if sent by certified or
registered mail, return receipt requested, postage prepaid, and addressed, until
another address is designated in writing by the Company, to the address set
forth in Section 2(a) above. Notices or demands pursuant to this Warrant to be
given or made by the Company to or on Holder shall be sufficiently given or made
if sent by certified or registered mail, return receipt requested, postage
prepaid, and addressed, to the address of Holder set forth in the Company's
records, until another address is designated in writing by Holder.


         IN WITNESS WHEREOF, the undersigned has executed this Warrant as of the
______ day of ____________, 200_.


                                                     E-REX, INC.



                                           By:  ________________________________
                                                 Carl E. Dilley, President & CEO


                                       9

<PAGE>



                                    EXHIBIT A

                            EXERCISE FORM FOR WARRANT

                                                  TO: E-REX, INC.

         The undersigned hereby irrevocably exercises the right to purchase
____________ of the shares of Common Stock (the "Common Stock") of E-Rex, Inc.,
a Nevada corporation (the "Company"), evidenced by the attached warrant (the
"Warrant"), and herewith makes payment of the exercise price with respect to
such shares in full, all in accordance with the conditions and provisions of
said Warrant.

1. The undersigned agrees not to offer, sell, transfer or otherwise dispose of
any of the Common Stock obtained on exercise of the Warrant, except in
accordance with the provisions of Section 8(a) of the Warrant.

2. The undersigned requests that stock certificates for such shares be issued
free of any restrictive legend, if appropriate, and a warrant representing any
unexercised portion hereof be issued, pursuant to the Warrant in the name of the
undersigned and delivered to the undersigned at the address set forth below:

Dated:

------------------------------------------------------------------------
                                    Signature


-----------------------------------------------------------------------
                                   Print Name


------------------------------------------------------------------------
                                     Address

-----------------------------------------------------------------------

NOTICE

The signature to the foregoing Exercise Form must correspond to the name as
written upon the face of the attached Warrant in every particular, without
alteration or enlargement or any change whatsoever.
------------------------------------------------------------------------

                                       10

<PAGE>

                                    EXHIBIT B

                                   ASSIGNMENT

                    (To be executed by the registered holder
                        desiring to transfer the Warrant)

FOR VALUE RECEIVED, Swartz Private Equity, LLC (the "Warrant") hereby sells,
assigns and transfers unto the person or persons below named the right to
purchase _______ shares of the Common Stock of E-Rex, Inc., evidenced by the
attached Warrant and does hereby irrevocably constitute and appoint
_______________________ attorney to transfer the said Warrant on the books of
the Company, with full power of substitution in the premises.

Dated:   _________                               ______________________________
                                                            Signature


Fill in assignee's ("Assignee") name and address in for new registration of
Warrant:

 -----------------------------------
                  Name

-----------------------------------
                  Address

-----------------------------------
Please print name and address of assignee
(including zip code number)

-----------------------------------------------------------------------

NOTICE

The signature to the foregoing Assignment must correspond to the name as written
upon the face of the attached Warrant in every particular, without alteration or
enlargement or any change whatsoever.
------------------------------------------------------------------------

Assignee hereby accepts the rights and agrees to be bound by limitations on
registration of the Warrant Shares set forth in the Registration Rights
Agreement, if any, executed by and between the Company and Swartz Private
Equity, LLC, a true and correct copy of which is attached hereto and
incorporated herein by references for all purposes, if then in existence.

                                       11