FIFTH AMENDMENT
                                       TO
                                   E-REX, INC.
                               2002 NON-QUALIFIED
                           STOCK GRANT AND OPTION PLAN


     This  Fifth  Amendment  to  E-Rex,  Inc. 2002 Non-Qualified Stock Grant and
Option  Plan  (the  "Amendment") is executed effective this 10th day of February
2003.

                                    RECITALS

     WHEREAS,  E-Rex,  Inc.,  a  Nevada corporation (the "Company") executed the
E-Rex,  Inc.  2002 Non-Qualified Stock Grant and Option Plan effective August 5,
2002  (the  "Plan");

     WHEREAS,  the  Plan  provided  for up to 13,500,000 shares of the Company's
common  stock  to  be  issued  pursuant  to  the  terms  of  the  Plan;

     WHEREAS,  the  Company  executed  the First Amendment to the Plan effective
September 24, 2002 increasing the number of shares of the Company's common stock
to  be  issued  pursuant  to  the  Plan  from  13,500,000  to  33,500,000;

     WHEREAS,  the  Company  executed the Second Amendment to the Plan effective
October  25,  2002 increasing the number of shares of the Company's common stock
to  be  issued  pursuant  to  the  Plan  from  33,500,000  to  48,500,000;

     WHEREAS,  the  Company  executed  the Third Amendment to the Plan effective
December  11, 2002 increasing the number of shares of the Company's common stock
to  be  issued  pursuant  to  the  Plan  from  48,500,000  to  68,500,000;

     WHEREAS,  the  Company  executed the Fourth Amendment to the Plan effective
January  8,  2003, increasing the number of shares of the Company's common stock
to  be  issued  pursuant  to  the  Plan  from  68,500,000  to  88,500,000;

     WHEREAS,  Section  7  of  the Plan provides that the Board of Directors may
revise  or  amend  the  Plan  at  any  time;

     WHEREAS, on the date hereof, the Board of Directors of the Company approved
this  Amendment  to  the  Plan.

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     NOW,  THEREFORE,  the  Plan  is  hereby  amended  as  follows:

1.     Section  4  of  the  Plan is restated in its entirety to read as follows:

     "4.  IDENTIFICATION  OF  STOCK:  The stock subject to grant and the options
          -------------------------
          shall  be  shares  of  the  Corporation's  authorized  but unissued or
          acquired  or  reacquired Common Stock, par value $0.001 (the "Stock").
          The  aggregate  number  of  shares  subject  to  grant and outstanding
          options  shall  not  exceed  128,500,000  shares  of Stock (subject to
          adjustment  as  provided  in  Section  5.6).  If  any  option  granted
          hereunder shall expire or terminate for any reason without having been
          exercised  in full, the unpurchased shares subject thereto shall again
          be  available  for  purposes  of  this  Plan."

     As  adopted  by  the  Board  of  Directors  on  February  10,  2003.

                              E-Rex,  Inc.,
                              a  Nevada  corporation

                              /s/  Carl  Dilley
                              --------------------------
                              By:   Carl  Dilley
                              Its:   President