FINANCIAL SERVICES AGREEMENT
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                                (LISTING SERVICE)
                                -----------------



     This  Consulting  Services Agreement (the "Agreement") is entered this 24th
day  of  August,  2001  by  and  between


                                TORSTEN PROCHNOW


("Consultant"),  an  International  consultant,  and


                                   E-REX, INC.


("Client"),  a  U.S.  corporation  (ticker  symbol: EREX), with reference to the
following:


                                    RECITALS

   A.   The  Client  desires  to be assured of the services of the Consultant in
order  to  avail  itself  of  the  Consultant's  experience,  skills, knowledge,
abilities  and  background  in  the  fields  of  business development, financial
consulting, and Internet strategy. The Client is therefore willing to engage the
Consultant  upon  the  terms  and  conditions  set  forth  herein.

   B.   The  Consultant agrees to be engaged and retained by the Client upon the
terms  and  conditions  set  forth  herein.

   NOW  THEREFORE,  in  consideration  of  the foregoing, of the mutual promises
herein  set forth and for other good and valuable consideration, the receipt and
sufficiency  of  which  are  hereby  acknowledged, the parties agree as follows:



   1.   ENGAGEMENT.  Client  hereby engages Consultant on a non-exclusive basis,
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and Consultant hereby accepts the engagement to become a strategic consultant to
the  Client and to render such advice, consultation, information and services to
the  Client  regarding general financial and business matters including, but not
limited  to:

A.  LISTING  SERVICES

-  Preparation of an application for a listing of the Client's common stock on a
major  European  stock  exchange  (e.g.  Frankfurt  Stock  Exchange).

-  Handling  of  the  application  and  of all paperwork on behalf of the client
needed  to  complete  the  listing  process  in  accordance with German and U.S.
securities  and  exchange  rules.

Client  understands  that  Consultant  cannot guarantee that Client's securities
will  be  listed  for  trading  on  any  exchange  because  the decision to list
securities  for  trading  rests  with  the  exchange  itself.

B.  RELATED  PUBLIC  RELATIONS  SERVICES

- Researching, editing and generating a minimum of two guaranteed articles about
EREX in connection with the aforementioned listing and submission of these texts
to  major  German  newspapers such as "Die Welt" and "Welt am Sonntag" (together
over  1,000,000  million  readers  per  day).

-  Assisting  to  place  additional articles about the aforementioned listing in
German and U.S. newspapers and magazines (e.g. "Financial Times Deutschland" and
"Frankfurter  Allgemeine  Zeitung").

-  Editing  and  delivering a comprehensive stock exchange fact sheet in English
before  the  actual  application  will  be  filed.

-  Preparation of comprehensive company press releases about the application for
a  listing  and  about  the  successful  execution  of  the  listing.


   2.   TERM.  The  term  of  this Agreement ("Term") shall commence on the date
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hereof  and  continue  for  two  (2)  months. The Agreement may be extended upon
agreement  by  both  parties,  unless  or  until  the  Agreement  is terminated.

   3.   ENGAGEMENT  FEE.  As  consideration  for  Consultant  entering into this
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Agreement,  Client  and  Consultant  agree  to  the  following:

An  Engagement  Fee ("Engagement Fee") of US$15,000 payable to the Consultant as
follows:

A.     $10,000.00  upon  execution  hereof;  and

B.     $  5,000.00  upon  successful  listing  with  the  exchange.

The  Engagement  Fee  will  be  satisfied  by delivery of shares of the Client's
common  stock  representing an aggregate value of US$15,000 (150,000 shares at a
price  of  US$0.10  per  share) to be delivered to the Consultant in lieu of the
cash  payments  provided  above.  The  Shares  will  be  freely  tradable  upon
registration  with  the  Securities  ands  Exchange Commission on Form S-8, duly
authorized,  validly  issued  and  outstanding, fully paid and nonassessable and
will  not  be  subject  to  any liens or encumbrances. In the event the exchange
denies  the  client's  application  for  a  listing, client shall be entitled to
partial  refund of $US5, 000.00 cash or 50,000 shares (at consultants choice) as
paid  under  this  agreement.

Additionally,  Client,  upon  completion  of  the  aforementioned listing and PR
services,  shall  issue to Consultant Warrants to buy 150,000 shares of Client's
common  stock  at  a  price of US$0.20 per share for a period of two years.  The
Consultant  is not restricted from transferring this block partly or in total to
a  third  party.  When  issued  pursuant to such Warrants, the underlying shares
shall  be  duly  authorized,  validly  issued  and  outstanding,  fully paid and
nonassessable  and  will  not  be  subject  to  any  liens  or  encumbrances.

Consultant  reserves  the  right to renegotiate the number of shares received as
compensation if the price of the Client's shares decreases on any stock exchange
of  more  than  20%  before  completion  of  the  services  described  above.

   4.   EXCLUSIVITY;  PERFORMANCE; CONFIDENTIALITY.   The services of Consultant
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hereunder  shall  not  be  exclusive,  and Consultant and its agents may perform
similar  or different services for other persons or entities whether or not they
are  competitors  of  Client.  Consultant  shall be required to expend only such
time  as  is  necessary  to  service Client in a commercially reasonable manner.
Consultant  acknowledges  and  agrees that confidential and valuable information
proprietary  to  Client  and obtained during its engagement by the Client, shall
not  be,  directly  or  indirectly,  disclosed without the prior express written
consent  of  the Client, unless and until such information is otherwise known to
the  public  generally  or  is  not otherwise secret and confidential.  All such
confidential  information  provided to Consultant by Client shall be clearly and
conspicuously  marked  with  the  word  "Confidential."  Consultant may disclose
Client's  confidential  information pursuant to applicable law or regulations or
by  operation  of  law,  provided  that  the  Consultant  may disclose only such
information  as  is  legally  required.

   5.   INDEPENDENT  CONTRACTOR.  In  its  performance hereunder, Consultant and
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its  agents  shall  be an independent contractor.  Consultant shall complete the
services  required  hereunder  according  to  its own means and methods of work,
shall  be  in the exclusive charge and control of Consultant and which shall not
be  subject to the control or supervision of Client, except as to the results of
the  work  and as otherwise requested.  Client acknowledges that nothing in this
Agreement shall be construed to require Consultant to provide services to Client
at  any  specific  time,  or  in  any specific place or manner, unless otherwise
mutually  agreed.  Payments  to  consultant  hereunder  shall  not be subject to
withholding  taxes  or  other  employment  taxes  as  required  with  respect to
compensation  paid  to  an  employee.

   6.   MISCELLANEOUS.  No  waiver  of  any  of the provisions of this Agreement
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shall  be  deemed  or  shall  constitute  a waiver of any other provision and no
waiver  shall constitute a continuing waiver.  No waiver shall be binding unless
executed  in  writing  by  the  party  making  the  waiver.  No  supplement,
modification, or amendment of this Agreement shall be binding unless executed in
writing by all parties.  This Agreement constitutes the entire agreement between
the  parties  and  supersedes  any  prior  agreements  or  negotiations.


   IN  WITNESS  WHEREOF,  the parties hereto have entered into this Agreement on
the  date  first  written  above.




Signature:     _____________________________________

Name:          Torsten  Prochnow
Address:       ___________________
               ___________________

Date:          _____________



E-REX,  INC.
11645  Biscayne  Boulevard
Suite  210
Miami,  Fl  33181


Signature:     _____________________________________

Name:          _____________________________________

Title:         _____________________________________

Date:          _____________