CONSULTING AGREEMENT
RECITALS

CONSULTING  AGREEMENT entered  into  this  15th of April 2002, by and between
E-Rex,  Inc., a Nevada Company (the "Company"), and Kyle Kennedy ("Consultant").

WHEREAS,  the  Company desires to continue the consulting services of Consultant
in  the  areas  of  Business  Development, Mergers and Acquisitions and Business
Strategy  for the Company (the "Services") in connection the Company's business,
namely, Computer  Software,  Hardware,  and  Internet  Areas  (the  "Business");

WHEREAS,  in  consideration for the Services, the Company shall issue its common
stock  that  shall  be  registered  S-8  stock  upon  the  terms  and conditions
hereinafter  set  forth.

NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which
are  hereby  acknowledged,  the  parties  hereto  agree  as  follows:

1.    PROVISION  OF  SERVICES
Duties  of  Consultant,  The Consultant will provide such services and advice to
the  Company  so  as  to advise the Company in business development, mergers and
acquisitions,  business  strategy  and  corporate  image.  Without  limiting the
generality  of  the  foregoing,  Consultant  will  also  assist  the  Company in
developing, studying and evaluating acquisition proposals including establishing
potential  partners  for  development and marketing of the companies "Dragonfly"
product,  prepare  reports  and  studies  thereon  when advisable, and assist in
matters  of executive compensation, corporate funding and discussions pertaining
thereof.  Nothing  contained  herein constitutes a commitment on the part of the
Consultant  to  find an acquisition target for the Company or, if such target is
found,  that any transaction will be completed. This Agreement is not a contract
for  listing services, and nothing in this Agreement will require the Consultant
to  negotiate  on behalf of the Company with corporations that are involved with
listings  or  making  a  market  in  corporate  securities  in  the OTC markets.
Consultant  would  undertake  such  services under the direction of Carl Dilley,
Company  President  and  CEO.

     1.1  Duties  Expressly  Excluded.  This  Agreement  expressly  excludes the
Consultant  from  providing public relation services to the Company inclusive of
but not limited to (i) direct or indirect promotion of the Company's securities;
(ii)  assistance  in  making  of  a  market  in  the  Company's  securities. The
Consultant  shall  not  have  the  power of authority to bind the Company to any
transaction  without  the  Company's  prior  written  consent.

2.    ISSUANCE  OF  WARRANTS
The  Company shall compensate the Consultant warrants for free trading shares of
Company's  Common  Stock.  The  Company  shall  issue the Consultant warrants to
purchase  5,000,000  free  trading  shares  of  the  Company's Common Stock upon
execution  of  this  agreement  according  to  the  schedule  below.

<PAGE>

The  warrants  will  expire  90  days  from  the  date of issue according to the
schedule  below,  and  Consultant  may  exercise  any  available warrants in any
increments  of  100,000 or more at any time prior to expiration according to the
schedule  below.

The  aforementioned  warrants  shall  be  executable  at a $.0054 per share. The
aforementioned  warrants  shall  be  considered  earned  upon  execution  of the
agreement.  The  Company  shall  immediately  file an S-8 registration including
these  shares.  The  Company  agrees  to  file  additional  S-8 registrations if
necessary  to  fulfill  the  terms  of  the  contract.

Schedule  For  Compensation

       Date          Description                         Amount/Number
1.     Execution     Warrants  at  $.0054                  5,000,000


3.    PROPERTY
All  work  performed by Consultant pursuant to this Agreement in connection with
the Services or otherwise, including, without limitation, business and strategic
plans  and proposals, and however rendered, electronic or otherwise, and whether
or  not  patentable  or  copyrightable  (the  "Products"),  shall  be  deemed
works-made-for-hire  under United States copyright law and shall be the property
of  the  Company. Consultant further agrees to and does hereby assign, transfer,
and  convey  to the Company all of Consultant's right, title and interest in and
to  the  Products,  and  in  connection  therewith,  to execute and deliver such
documents  and  take  other  steps,  in order to enable the Company, in its sole
discretion,  to  obtain  grants  of  patent  and  registration  of copyright and
trademark,  both  domestic  and  foreign,  in  connection  with  the  Products.

4.    CONFIDENTIAL  INFORMATION
The  Company  has  developed  and  is  the  owner  of highly valuable and unique
confidential  and  proprietary technical information related to the Business, as
well  as  business and financial information related thereto (the  "Confidential
Information").  Notwithstanding  the foregoing, "Confidential Information" shall
not  include  and  the  provisions  of  this  Agreement  will  not  apply to any
information  disclosed  by the Company and/or Consultant (1) if such information
is  demonstrated  to  be  generally  available  to the public at the time of its
disclosure  to  Consultant;  (2)  after  the time, if any, that such information
becomes  generally available to the public without any breach by Consultant; (3)
was  already  in Consultant's possession at the time of disclosure to Consultant
(whether  such  time  of  disclosure is before or after the date hereof); (4) is
developed  by  Consultant  independently  of  the Services; or (5)  was lawfully
received  by Consultant from a third party without restrictions on disclosure or
use.

Using  no  less  effort  than  the  Consultant  would  use  to  maintain  the
confidentiality  of  his  own  confidential  and  proprietary  information,  the
Consultant  shall  maintain  in  strict confidence and shall not disclose at any
time,  without the prior written consent of the Company, any of the Confidential
Information  to  any other person or entity, unless such information has entered
the  public domain through lawful means, without violation of this Agreement, or
pursuant  to  requirements  of  law  or  court  order.

5.    SEVERABILITY
In the event that any one or more provisions herein shall for any reason be held
to  be  invalid,  illegal  or  unenforceable  in  any  respect, such invalidity,
illegality  or  unenforceability  shall  not  affect any other provision hereof.

6.    INDEPENDENT  CONTRACTOR
Consultant  acknowledges  and  agrees  that  he  is rendering the Services as an
independent  contractor and not an employee of the Company and, accordingly, the
Company  shall  have  no  obligations  to  Consultant in connection with payroll
taxes,  employee  benefits  and  the  like.

7.    NO  ASSIGNMENT
Consultant's  obligations hereto with respect to provision of Services shall not
be  assignable  to  any  other person without the express written consent of the
Company.

8     MISCELLANEOUS
This  Agreement  (I) constitutes the entire agreement between the parties hereto
with  respect  to  the  subject  matter  hereof  and  shall  supersede all prior
understandings  and agreements as to such subject matter; (ii) may be amended or
modified  only  by  a  writing executed by the party against whom enforcement is
sought;  (iii)  shall inure to the benefit of and be binding upon the respective
heirs,  administrators,  personal representatives, successors and assigns of the
parties  hereto;  and (iv) shall be governed by and construed in accordance with
the  laws  of  California.

IN  WITNESS  WHEREOF, the parties hereto have executed this Consulting Agreement
as  of  the  date  and  year  first  above  written.

CONSULTANT:

/s/ Kyle G. Kennedy
_________________________________
Name  &  Title:  Kyle G. Kennedy


COMPANY:

/s/ Carl Dilley
_________________________________
Carl  Dilley
President
E-Rex,  Inc.