ACKNOWLEDGEMENT AND AGREEMENT


         With respect to the Investment Agreement entered into as of December
22, 2000, by and among E-Rex, Inc., a corporation duly incorporated and existing
under the laws of the State of Nevada (the "Company") and Swartz Private Equity,
LLC (hereinafter referred to as "Swartz"), the Company hereby agrees and
acknowledges the following [unless otherwise noted, capitalized terms shall have
the meanings set forth in the Investment Agreement between the parties]:

         In Section 3.3.3 of the above described Investment Agreement, Swartz
represented to the Company that Swartz ". . . is entering into this Agreement
for its own account and the Investor has no present arrangement or intention to
sell the security represented by this Agreement to or through any person or
entity, has no present arrangement (whether or not legally binding) to sell the
Common Stock to or through any person or entity and has no present intention to
sell such Common Stock to or through any person or entity. . ."


         Notwithstanding the foregoing representation, the Company acknowledges
         that the Investor may sell the Put Shares any time, and from time to
         time, after the Put Date for such shares, and that such sales may occur
         during a Pricing Period or Pricing Periods and may have the effect of
         reducing the Purchase Price.

         The Company further acknowledges that Investor may elect to hold the
         Securities for various periods of time, as permitted by the terms of
         the Investment Agreement between the parties, the Warrants, and other
         agreements contemplated hereby, and the Company further acknowledges
         that Investor has made no representations or warranties, either written
         or oral, as to how long the Securities will be held by Investor once
         registered or exempt from registration or regarding Investor's trading
         history or investment strategies.

         The Company further acknowledges that it is relying on its own
         analysis, and the consultation of its own legal counsel, regarding the
         interpretation and enforceability of the terms and conditions of the
         Investment Agreement and related documents and the transactions
         represented thereby.

         Furthermore, the Company agrees to present the proposed final
registration statement to be filed pursuant to the terms of the Registration
Rights Agreement entered into in conjunction





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with the Investment Agreement to Swartz for its review at least five (5)
business days prior to the proposed filing date, and to obtain Swartz's final
comments to the registration statement before filing it with the SEC.

         IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
this 22nd day of December, 2000.


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E-REX, INC.                                                  INVESTOR:
                                                             SWARTZ PRIVATE EQUITY, LLC.


By: ________________________________                         By: ________________________________
         Carl E. Dilley, President & CEO                              Eric S. Swartz, Manager



E-Rex, Inc.                                                  300 Colonial Center Parkway
8890 Coral Way, Suite 220                                    Suite 300
Miami, FL 33165                                              Roswell, GA  30076
Telephone: (305) 554-9903                                    Telephone: (770) 640-8130
Facsimile:  (305) 552-5149                                   Facsimile:  (770) 640-7150

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