CONSULTING AGREEMENT

RECITALS

CONSULTING  AGREEMENT  entered  into  this  16th of October 2001, 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, prepare reports and
studies  thereon when advisable, and assist in matters of executive compensation
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  STOCK
     The Company shall compensate the Consultant with free trading shares of the
Company's  Common Stock, and warrants for shares of Company's Common Stock.  The
Company  shall issue the Consultant 400,000 free trading shares of the Company's
Common  Stock  upon  execution of this agreement.  In addition, the Company will
issue  warrants  to  purchase $150,000 in freely trading shares of the Company's
Common  Stock  according  to  the  schedule  below.

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 "Market"
price  determined  by  taking  the  average closing price per share for ten days
previous  to  execution  of  the  warrants  and  multiplying  by  65%.   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    Issue  Shares                          400,000
2.     Execution    Warrants  at  65%  of  Market          $30,000
3.     11/01/01     Warrants  at  65%  of  Market          $40,000
4.     12/01/01     Warrants  at  65%  of  Market          $40,000
5.     1/01/02      Warrants  at  65%  of  Market          $40,000

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 Kennedy
___________________________

Name & Title: Kyle Kennedy


COMPANY:

/s/ Carl Dilley
___________________________

Carl  Dilley
President
E-Rex,  Inc.



Certificate  001



                                   EXHIBIT  A

THE  SECURITIES  REPRESENTED  BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE  SECURITIES  ACT  OF 1933, AS AMENDED ("THE ACT"), OR THE SECURITIES LAWS OF
ANY  STATE,  AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR
OTHERWISE DISPOSED OF EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE ACT AND ANY APPLICABLE STATE LAWS, (ii) TO THE EXTENT APPLICABLE, RULE
144 UNDER THE ACT (OR ANY SIMILAR RULE UNDER THE ACT RELATING TO THE DISPOSITION
OF  SECURITIES),  OR  (iii)  AN  OPINION  OF  COUNSEL,  IF SUCH OPINION SHALL BE
REASONABLY  SATISFACTORY  TO  COUNSEL  TO  THE  ISSUER,  THAT  AN EXEMPTION FROM
REGISTRATION  UNDER  THE  ACT  AND  APPLICABLE  STATE  LAW  IS  AVAILABLE.

                                   WARRANT

                                 E-Rex,  Inc.

           (Incorporated  under  the  laws  of  the  State  of  Nevada)


THIS  IS  TO  CERTIFY  that,  for value received, Kyle Kennedy (the "Holder") is
entitled, subject to the terms and conditions set forth herein, to purchase from
E-Rex, Inc. (the "Company") that number of shares of common stock of the Company
equal  to  the  Principal  Value  divided  by  the  Closing  Price (the "Warrant
Securities").  For purposes hereof, the Principal Value shall be equal to Thirty
Thousand  Dollars  ($30,000.00),  minus  any  amount  of  the  Principal  Value
previously  exercised.  For  purposes  hereof,  the Closing Price shall be sixty
five  percent  (65%)  of  the  average closing bid price on the ten trading days
immediately  before  the  date  of  exercise.

     1.     EXERCISABILITY. This Warrant may be exercised in whole or in part at
any  time,  or  from time to time, between the date of October 15, 2001 and 5:00
p.m.  Pacific  Time on January 15, 2002, by presentation and surrender hereof to
the Company of a notice of election to purchase duly executed and accompanied by
payment  by  check  or  wire  transfer of the applicable amount of the Principal
Value  then  exercised.

     2.     MANNER  OF  EXERCISE.  In  case of the purchase of less than all the
Warrant  Securities,  the  Company  shall cancel this Warrant upon the surrender
hereof and shall execute and deliver a new warrant of like tenor for the balance
of  the  Warrant Securities.  Upon the exercise of this Warrant, the issuance of
certificates  for securities, properties or rights underlying this Warrant shall
be  made  forthwith (and in any event within three (3) business days thereafter)
without  charge to the Holder including, without limitation, any tax that may be
payable  in respect of the issuance thereof: provided, however, that the Company
shall not be required to pay any tax in respect of income or capital gain of the
Holder.

     If  and  to  the extent this Warrant is exercised, in whole or in part, the
Holder  shall  be entitled to receive a certificate or certificates representing
the  Warrant  Securities  so  purchased,  upon presentation and surrender to the
Company  of  the form of election to purchase attached hereto duly executed, and
accompanied  by  payment  of  the  purchase  price.

     3.     NO REQUIREMENT TO EXERCISE.  Nothing contained in this Warrant shall
be  construed  as  requiring  the Holder to exercise this Warrant prior to or in
connection  with  the  effectiveness  of  a  registration  statement.

     4.     NO  STOCKHOLDER RIGHTS.  Unless and until this Warrant is exercised,
this  Warrant  shall not entitle the Holder hereof to any voting rights or other
rights as a stockholder of the Company, or to any other rights whatsoever except
the  rights  herein  expressed,  and, no dividends shall be payable or accrue in
respect  of  this  Warrant.

     5.     EXCHANGE.  This Warrant is exchangeable upon the surrender hereof by
the  Holder  to  the  Company for new warrants of like tenor representing in the
aggregate  the  right  to  purchase the number of Warrant Securities purchasable
hereunder,  each  of  such  new warrants to represent the right to purchase such
number of Warrant Securities as shall be designated by the Holder at the time of
such  surrender.

     Upon  receipt  by  the Company of evidence reasonably satisfactory to it of
the  loss,  theft,  destruction  or  mutilation of this Warrant, and, in case of
loss,  theft or destruction, of indemnity or security reasonably satisfactory to
it  and  reimbursement  to  the  company  of  all reasonable expenses incidental
thereto,  and  upon surrender and cancellation hereof, if mutilated, the Company
will  make  and  deliver a new warrant of like tenor and amount, in lieu hereof.

     6.     ELIMINATION  OF  FRACTIONAL  INTERESTS.  The  Company  shall  not be
required  to  issue  certificates  representing fractions of securities upon the
exercise of this Warrant, nor shall it be required to issue scrip or pay cash in
lieu  of  fractional interests.  All fractional interests shall be eliminated by
rounding  any  fraction up to the nearest whole number of securities, properties
or  rights  receivable  upon  exercise  of  this  Warrant.

     7.     RESERVATION  AND  LISTING  OF  SECURITIES.  The Company shall at all
times reserve and keep available out of its authorized shares of Common Stock or
other  securities,  solely for the purpose of issuance upon the exercise of this
Warrant,  such  number of shares of Common Stock or other securities, properties
or  rights as shall be issuable upon the exercise hereof.  The Company covenants
and  agrees  that,  upon  exercise  of this Warrant and payment of the Principal
Value,  all  shares  of  Common  Stock  and  other securities issuable upon such
exercise  shall  be  duly and validly issued, fully paid, non-assessable and not
subject  to  the  preemptive  rights  of  any  stockholder.

     8.     NOTICES  TO  HOLDER.  If at any time prior to the expiration of this
Warrant  or  its  exercise,  any  of  the  following  events  shall  occur:

     (a)  the  Company  shall  take  a record of the holders of any class of its
securities  for  the  purpose  of  entitling  them  to  receive  a  dividend  or
distribution  payable otherwise than in cash, or a cash dividend or distribution
payable  otherwise than out of current or retained earnings, as indicated by the
accounting  treatment  of  such  dividend  or  distribution  on the books of the
Company;  or

     (b)  the  Company  shall  offer  to  all  the  holders  of  a  class of its
securities  any  additional shares of capital stock of the Company or securities
convertible  into or exchangeable for shares of capital stock of the Company, or
any  option  or  warrant  to  subscribe  therefor;  or

     (c)  a dissolution, liquidation or winding up of the Company (other than in
connection with a consolidation or merger) or a sale of all or substantially all
of  its  property,  assets  and  business  as  an  entirety  shall  be proposed.

then,  in  any one or more said events, the Company shall give written notice of
such event to the Holder at least fifteen (15) days prior to the date fixed as a
record  date  or the date of closing the transfer books for the determination of
the  stockholder  entitled  to  such  dividend,  distribution,  convertible  or
exchangeable  securities  or  subscription  rights,  or entitled to vote on such
proposed  dissolution,  liquidation,  winding  up  or  sale.  Such  notice shall
specify  such record date or the date of closing the transfer books, as the case
may  be.

     9.     TRANSFERABILITY.  This  Warrant  shall  not  be  transferable by the
Holder.

     10.    INFORMATIONAL  REQUIREMENTS.  The  Company  will  transmit  to  the
Holder  such  information, documents and reports as are generally distributed to
stockholders  of  the Company concurrently with the distribution thereof to such
stockholders.

     11.    NOTICE.  Notices  to be given to the Company or the Holder shall be
deemed  to  have  been  sufficiently  given  if  delivered personally or sent by
overnight courier or messenger or sent by registered or certified mail (air mail
if  overseas),  return  receipt  requested, or by telex, facsimile transmission,
telegram  or  similar  means  of communication.  Notices shall be deemed to have
been  received  on the date of personal delivery, telex, facsimile transmission,
telegram  or  similar  means  of  communication,  or  if  sent  by  certified or
registered  mail,  return  receipt requested, shall be deemed to be delivered on
the  third  business  day after the date of mailing.  The address of the Company
and  of  the  Holder  shall  be  as  set  forth  in  the Subscription Agreement.

     12.    CONSENT  TO  JURISDICTION AND SERVICE.  The Company consents to the
jurisdiction  of  any  court  of  the State of Florida, and of any federal court
located  in Florida, in any action or proceeding arising out of or in connection
with  this  Warrant.  The  Company  waives  personal  service  of  any  summons,
complaint  or other process in connection with any such action or proceeding and
agrees  that  service  thereof  may  be  made, by certified mail directed to the
Company  at  the location provided in Section 11 hereof, or, in the alternative,
in  any  other  form  or  manner permitted by law. Dade County, Florida shall be
proper  venue.

     13.    SUCCESSORS.  All the covenants and provisions of this Warrant shall
be  binding  upon  and inure to the benefit of the Company, the Holder and their
respective  legal  representatives,  successors  and  assigns.

     14.    ATTORNEYS  FEES.  In  the  event the Investors or any holder hereof
shall refer this Warrant to an attorney to enforce the terms hereof, the Company
agrees  to  pay  all  the costs and expenses incurred in attempting or effecting
collection  hereunder, including reasonable attorney's fees, whether or not suit
is  instituted.

     15.    GOVERNING  LAW.  THIS  WARRANT  SHALL  BE  GOVERNED,  CONSTRUED  AND
INTERPRETED UNDER THE LAWS OF THE STATE OF FLORIDA, WITHOUT GIVING EFFECT TO THE
RULES  GOVERNING  CONFLICTS  OF  LAW.


     IN  WITNESS  WHEREOF, the Company has caused this Warrant to be executed by
the  signature  of  its  President  and  its  seal  affixed  and attested by its
Secretary  and  to  be  delivered  in  Miami,  Florida.



Dated:  October  15,  2001                    E-Rex,  Inc.

                                              /s/ Carl E. Dilley
                                              __________________________________

                                              By:     Carl  E.  Dilley
                                              Its:    President





                         [FORM  OF  ELECTION  TO  PURCHASE]


     The  undersigned,  the  holder  of the attached Warrant, hereby irrevocably
elects  to  exercise  the purchase right represented by this Warrant Certificate
for,  and  to  purchase  securities of E-Rex, Inc. and herewith makes payment of
$______  therefor,  and  requests  that  the certificates for such securities be
issued  in  the name of, and delivered to _______________________, whose address
is  _________________________________________.




Dated:     ____________________,  20___     ____________________________________

                                            By:     ____________________________


                                        (Signature  must  conform  in  all
                                        respects  to name of holder as specified
                                        on  the face of the Warrant Certificate)



                                        ________________________________________
                                        (Insert  Social  Security  or  Other
                                        Identifying  Number  of  Holder)



Certificate  002



                                   EXHIBIT  A

THE  SECURITIES  REPRESENTED  BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE  SECURITIES  ACT  OF 1933, AS AMENDED ("THE ACT"), OR THE SECURITIES LAWS OF
ANY  STATE,  AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR
OTHERWISE DISPOSED OF EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE ACT AND ANY APPLICABLE STATE LAWS, (ii) TO THE EXTENT APPLICABLE, RULE
144 UNDER THE ACT (OR ANY SIMILAR RULE UNDER THE ACT RELATING TO THE DISPOSITION
OF  SECURITIES),  OR  (iii)  AN  OPINION  OF  COUNSEL,  IF SUCH OPINION SHALL BE
REASONABLY  SATISFACTORY  TO  COUNSEL  TO  THE  ISSUER,  THAT  AN EXEMPTION FROM
REGISTRATION  UNDER  THE  ACT  AND  APPLICABLE  STATE  LAW  IS  AVAILABLE.

                                   WARRANT

                                 E-Rex,  Inc.

           (Incorporated  under  the  laws  of  the  State  of  Nevada)


THIS  IS  TO  CERTIFY  that,  for value received, Kyle Kennedy (the "Holder") is
entitled, subject to the terms and conditions set forth herein, to purchase from
E-Rex, Inc. (the "Company") that number of shares of common stock of the Company
equal  to  the  Principal  Value  divided  by  the  Closing  Price (the "Warrant
Securities").  For  purposes hereof, the Principal Value shall be equal to Forty
Thousand  Dollars  ($40,000.00),  minus  any  amount  of  the  Principal  Value
previously  exercised.  For  purposes  hereof,  the Closing Price shall be sixty
five  percent  (65%)  of  the  average closing bid price on the ten trading days
immediately  before  the  date  of  exercise.

     1.     EXERCISABILITY. This Warrant may be exercised in whole or in part at
any  time,  or  from time to time, between the date of November 1, 2001 and 5:00
p.m.  Pacific  Time on February 1, 2002, by presentation and surrender hereof to
the Company of a notice of election to purchase duly executed and accompanied by
payment  by  check  or  wire  transfer of the applicable amount of the Principal
Value  then  exercised.

     2.     MANNER  OF  EXERCISE.  In  case of the purchase of less than all the
Warrant  Securities,  the  Company  shall cancel this Warrant upon the surrender
hereof and shall execute and deliver a new warrant of like tenor for the balance
of  the  Warrant Securities.  Upon the exercise of this Warrant, the issuance of
certificates  for securities, properties or rights underlying this Warrant shall
be  made  forthwith (and in any event within three (3) business days thereafter)
without  charge to the Holder including, without limitation, any tax that may be
payable  in respect of the issuance thereof: provided, however, that the Company
shall not be required to pay any tax in respect of income or capital gain of the
Holder.

     If  and  to  the extent this Warrant is exercised, in whole or in part, the
Holder  shall  be entitled to receive a certificate or certificates representing
the  Warrant  Securities  so  purchased,  upon presentation and surrender to the
Company  of  the form of election to purchase attached hereto duly executed, and
accompanied  by  payment  of  the  purchase  price.

     3.     NO REQUIREMENT TO EXERCISE.  Nothing contained in this Warrant shall
be  construed  as  requiring  the Holder to exercise this Warrant prior to or in
connection  with  the  effectiveness  of  a  registration  statement.

     4.     NO  STOCKHOLDER RIGHTS.  Unless and until this Warrant is exercised,
this  Warrant  shall not entitle the Holder hereof to any voting rights or other
rights as a stockholder of the Company, or to any other rights whatsoever except
the  rights  herein  expressed,  and, no dividends shall be payable or accrue in
respect  of  this  Warrant.

     5.     EXCHANGE.  This Warrant is exchangeable upon the surrender hereof by
the  Holder  to  the  Company for new warrants of like tenor representing in the
aggregate  the  right  to  purchase the number of Warrant Securities purchasable
hereunder,  each  of  such  new warrants to represent the right to purchase such
number of Warrant Securities as shall be designated by the Holder at the time of
such  surrender.

     Upon  receipt  by  the Company of evidence reasonably satisfactory to it of
the  loss,  theft,  destruction  or  mutilation of this Warrant, and, in case of
loss,  theft or destruction, of indemnity or security reasonably satisfactory to
it  and  reimbursement  to  the  company  of  all reasonable expenses incidental
thereto,  and  upon surrender and cancellation hereof, if mutilated, the Company
will  make  and  deliver a new warrant of like tenor and amount, in lieu hereof.

     6.     ELIMINATION  OF  FRACTIONAL  INTERESTS.  The  Company  shall  not be
required  to  issue  certificates  representing fractions of securities upon the
exercise of this Warrant, nor shall it be required to issue scrip or pay cash in
lieu  of  fractional interests.  All fractional interests shall be eliminated by
rounding  any  fraction up to the nearest whole number of securities, properties
or  rights  receivable  upon  exercise  of  this  Warrant.

     7.     RESERVATION  AND  LISTING  OF  SECURITIES.  The Company shall at all
times reserve and keep available out of its authorized shares of Common Stock or
other  securities,  solely for the purpose of issuance upon the exercise of this
Warrant,  such  number of shares of Common Stock or other securities, properties
or  rights as shall be issuable upon the exercise hereof.  The Company covenants
and  agrees  that,  upon  exercise  of this Warrant and payment of the Principal
Value,  all  shares  of  Common  Stock  and  other securities issuable upon such
exercise  shall  be  duly and validly issued, fully paid, non-assessable and not
subject  to  the  preemptive  rights  of  any  stockholder.

     8.     NOTICES  TO  HOLDER.  If at any time prior to the expiration of this
Warrant  or  its  exercise,  any  of  the  following  events  shall  occur:

     (a)  the  Company  shall  take  a record of the holders of any class of its
securities  for  the  purpose  of  entitling  them  to  receive  a  dividend  or
distribution  payable otherwise than in cash, or a cash dividend or distribution
payable  otherwise than out of current or retained earnings, as indicated by the
accounting  treatment  of  such  dividend  or  distribution  on the books of the
Company;  or

     (b)  the  Company  shall  offer  to  all  the  holders  of  a  class of its
securities  any  additional shares of capital stock of the Company or securities
convertible  into or exchangeable for shares of capital stock of the Company, or
any  option  or  warrant  to  subscribe  therefor;  or

     (c)  a dissolution, liquidation or winding up of the Company (other than in
connection with a consolidation or merger) or a sale of all or substantially all
of  its  property,  assets  and  business  as  an  entirety  shall  be proposed.

then,  in  any one or more said events, the Company shall give written notice of
such event to the Holder at least fifteen (15) days prior to the date fixed as a
record  date  or the date of closing the transfer books for the determination of
the  stockholder  entitled  to  such  dividend,  distribution,  convertible  or
exchangeable  securities  or  subscription  rights,  or entitled to vote on such
proposed  dissolution,  liquidation,  winding  up  or  sale.  Such  notice shall
specify  such record date or the date of closing the transfer books, as the case
may  be.

     9.     TRANSFERABILITY.  This  Warrant  shall  not  be  transferable by the
Holder.

     10.    INFORMATIONAL  REQUIREMENTS.  The  Company  will  transmit  to  the
Holder  such  information, documents and reports as are generally distributed to
stockholders  of  the Company concurrently with the distribution thereof to such
stockholders.

     11.    NOTICE.  Notices  to be given to the Company or the Holder shall be
deemed  to  have  been  sufficiently  given  if  delivered personally or sent by
overnight courier or messenger or sent by registered or certified mail (air mail
if  overseas),  return  receipt  requested, or by telex, facsimile transmission,
telegram  or  similar  means  of communication.  Notices shall be deemed to have
been  received  on the date of personal delivery, telex, facsimile transmission,
telegram  or  similar  means  of  communication,  or  if  sent  by  certified or
registered  mail,  return  receipt requested, shall be deemed to be delivered on
the  third  business  day after the date of mailing.  The address of the Company
and  of  the  Holder  shall  be  as  set  forth  in  the Subscription Agreement.

     12.    CONSENT  TO  JURISDICTION AND SERVICE.  The Company consents to the
jurisdiction  of  any  court  of  the State of Florida, and of any federal court
located  in Florida, in any action or proceeding arising out of or in connection
with  this  Warrant.  The  Company  waives  personal  service  of  any  summons,
complaint  or other process in connection with any such action or proceeding and
agrees  that  service  thereof  may  be  made, by certified mail directed to the
Company  at  the location provided in Section 11 hereof, or, in the alternative,
in  any  other  form  or  manner permitted by law. Dade County, Florida shall be
proper  venue.

     13.    SUCCESSORS.  All the covenants and provisions of this Warrant shall
be  binding  upon  and inure to the benefit of the Company, the Holder and their
respective  legal  representatives,  successors  and  assigns.

     14.    ATTORNEYS  FEES.  In  the  event the Investors or any holder hereof
shall refer this Warrant to an attorney to enforce the terms hereof, the Company
agrees  to  pay  all  the costs and expenses incurred in attempting or effecting
collection  hereunder, including reasonable attorney's fees, whether or not suit
is  instituted.

     15.    GOVERNING  LAW.  THIS  WARRANT  SHALL  BE  GOVERNED,  CONSTRUED  AND
INTERPRETED UNDER THE LAWS OF THE STATE OF FLORIDA, WITHOUT GIVING EFFECT TO THE
RULES  GOVERNING  CONFLICTS  OF  LAW.


     IN  WITNESS  WHEREOF, the Company has caused this Warrant to be executed by
the  signature  of  its  President  and  its  seal  affixed  and attested by its
Secretary  and  to  be  delivered  in  Miami,  Florida.



Dated:  October  15,  2001                    E-Rex,  Inc.

                                              /s/ Carl E. Dilley
                                              __________________________________
                                              By:     Carl  E.  Dilley
                                              Its:    President




                        [FORM  OF  ELECTION  TO  PURCHASE]


     The  undersigned,  the  holder  of the attached Warrant, hereby irrevocably
elects  to  exercise  the purchase right represented by this Warrant Certificate
for,  and  to  purchase  securities of E-Rex, Inc. and herewith makes payment of
$______  therefor,  and  requests  that  the certificates for such securities be
issued  in  the name of, and delivered to _______________________, whose address
is  _________________________________________.




Dated:     ____________________,  20___     ____________________________________

                                            By:     ____________________________


                                        (Signature  must conform in all respects
                                        to  name  of  holder as specified on the
                                        face  of  the  Warrant  Certificate)


                                        ________________________________________
                                        (Insert  Social  Security  or  Other
                                        Identifying  Number  of  Holder)



Certificate  003



                                   EXHIBIT  A

THE  SECURITIES  REPRESENTED  BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE  SECURITIES  ACT  OF 1933, AS AMENDED ("THE ACT"), OR THE SECURITIES LAWS OF
ANY  STATE,  AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR
OTHERWISE DISPOSED OF EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE ACT AND ANY APPLICABLE STATE LAWS, (ii) TO THE EXTENT APPLICABLE, RULE
144 UNDER THE ACT (OR ANY SIMILAR RULE UNDER THE ACT RELATING TO THE DISPOSITION
OF  SECURITIES),  OR  (iii)  AN  OPINION  OF  COUNSEL,  IF SUCH OPINION SHALL BE
REASONABLY  SATISFACTORY  TO  COUNSEL  TO  THE  ISSUER,  THAT  AN EXEMPTION FROM
REGISTRATION  UNDER  THE  ACT  AND  APPLICABLE  STATE  LAW  IS  AVAILABLE.

                                   WARRANT

                                 E-Rex,  Inc.

           (Incorporated  under  the  laws  of  the  State  of  Nevada)


THIS  IS  TO  CERTIFY  that,  for value received, Kyle Kennedy (the "Holder") is
entitled, subject to the terms and conditions set forth herein, to purchase from
E-Rex, Inc. (the "Company") that number of shares of common stock of the Company
equal  to  the  Principal  Value  divided  by  the  Closing  Price (the "Warrant
Securities").  For  purposes hereof, the Principal Value shall be equal to Forty
Thousand  Dollars  ($40,000.00),  minus  any  amount  of  the  Principal  Value
previously  exercised.  For  purposes  hereof,  the Closing Price shall be sixty
five  percent  (65%)  of  the  average closing bid price on the ten trading days
immediately  before  the  date  of  exercise.

     1.     EXERCISABILITY. This Warrant may be exercised in whole or in part at
any  time,  or  from time to time, between the date of December 1, 2001 and 5:00
p.m.  Pacific Time on March 1, 2002, by presentation and surrender hereof to the
Company  of  a  notice  of election to purchase duly executed and accompanied by
payment  by  check  or  wire  transfer of the applicable amount of the Principal
Value  then  exercised.

     2.     MANNER  OF  EXERCISE.  In  case of the purchase of less than all the
Warrant  Securities,  the  Company  shall cancel this Warrant upon the surrender
hereof and shall execute and deliver a new warrant of like tenor for the balance
of  the  Warrant Securities.  Upon the exercise of this Warrant, the issuance of
certificates  for securities, properties or rights underlying this Warrant shall
be  made  forthwith (and in any event within three (3) business days thereafter)
without  charge to the Holder including, without limitation, any tax that may be
payable  in respect of the issuance thereof: provided, however, that the Company
shall not be required to pay any tax in respect of income or capital gain of the
Holder.

     If  and  to  the extent this Warrant is exercised, in whole or in part, the
Holder  shall  be entitled to receive a certificate or certificates representing
the  Warrant  Securities  so  purchased,  upon presentation and surrender to the
Company  of  the form of election to purchase attached hereto duly executed, and
accompanied  by  payment  of  the  purchase  price.

     3.     NO REQUIREMENT TO EXERCISE.  Nothing contained in this Warrant shall
be  construed  as  requiring  the Holder to exercise this Warrant prior to or in
connection  with  the  effectiveness  of  a  registration  statement.

     4.     NO  STOCKHOLDER RIGHTS.  Unless and until this Warrant is exercised,
this  Warrant  shall not entitle the Holder hereof to any voting rights or other
rights as a stockholder of the Company, or to any other rights whatsoever except
the  rights  herein  expressed,  and, no dividends shall be payable or accrue in
respect  of  this  Warrant.

     5.     EXCHANGE.  This Warrant is exchangeable upon the surrender hereof by
the  Holder  to  the  Company for new warrants of like tenor representing in the
aggregate  the  right  to  purchase the number of Warrant Securities purchasable
hereunder,  each  of  such  new warrants to represent the right to purchase such
number of Warrant Securities as shall be designated by the Holder at the time of
such  surrender.

     Upon  receipt  by  the Company of evidence reasonably satisfactory to it of
the  loss,  theft,  destruction  or  mutilation of this Warrant, and, in case of
loss,  theft or destruction, of indemnity or security reasonably satisfactory to
it  and  reimbursement  to  the  company  of  all reasonable expenses incidental
thereto,  and  upon surrender and cancellation hereof, if mutilated, the Company
will  make  and  deliver a new warrant of like tenor and amount, in lieu hereof.

     6.     ELIMINATION  OF  FRACTIONAL  INTERESTS.  The  Company  shall  not be
required  to  issue  certificates  representing fractions of securities upon the
exercise of this Warrant, nor shall it be required to issue scrip or pay cash in
lieu  of  fractional interests.  All fractional interests shall be eliminated by
rounding  any  fraction up to the nearest whole number of securities, properties
or  rights  receivable  upon  exercise  of  this  Warrant.

     7.     RESERVATION  AND  LISTING  OF  SECURITIES.  The Company shall at all
times reserve and keep available out of its authorized shares of Common Stock or
other  securities,  solely for the purpose of issuance upon the exercise of this
Warrant,  such  number of shares of Common Stock or other securities, properties
or  rights as shall be issuable upon the exercise hereof.  The Company covenants
and  agrees  that,  upon  exercise  of this Warrant and payment of the Principal
Value,  all  shares  of  Common  Stock  and  other securities issuable upon such
exercise  shall  be  duly and validly issued, fully paid, non-assessable and not
subject  to  the  preemptive  rights  of  any  stockholder.

     8.     NOTICES  TO  HOLDER.  If at any time prior to the expiration of this
Warrant  or  its  exercise,  any  of  the  following  events  shall  occur:

     (a)  the  Company  shall  take  a record of the holders of any class of its
securities  for  the  purpose  of  entitling  them  to  receive  a  dividend  or
distribution  payable otherwise than in cash, or a cash dividend or distribution
payable  otherwise than out of current or retained earnings, as indicated by the
accounting  treatment  of  such  dividend  or  distribution  on the books of the
Company;  or

     (b)  the  Company  shall  offer  to  all  the  holders  of  a  class of its
securities  any  additional shares of capital stock of the Company or securities
convertible  into or exchangeable for shares of capital stock of the Company, or
any  option  or  warrant  to  subscribe  therefor;  or

     (c)  a dissolution, liquidation or winding up of the Company (other than in
connection with a consolidation or merger) or a sale of all or substantially all
of  its  property,  assets  and  business  as  an  entirety  shall  be proposed.

then,  in  any one or more said events, the Company shall give written notice of
such event to the Holder at least fifteen (15) days prior to the date fixed as a
record  date  or the date of closing the transfer books for the determination of
the  stockholder  entitled  to  such  dividend,  distribution,  convertible  or
exchangeable  securities  or  subscription  rights,  or entitled to vote on such
proposed  dissolution,  liquidation,  winding  up  or  sale.  Such  notice shall
specify  such record date or the date of closing the transfer books, as the case
may  be.

     9.     TRANSFERABILITY.  This  Warrant  shall  not  be  transferable by the
Holder.

     10.    INFORMATIONAL  REQUIREMENTS.  The  Company  will  transmit  to  the
Holder  such  information, documents and reports as are generally distributed to
stockholders  of  the Company concurrently with the distribution thereof to such
stockholders.

     11.    NOTICE.  Notices  to be given to the Company or the Holder shall be
deemed  to  have  been  sufficiently  given  if  delivered personally or sent by
overnight courier or messenger or sent by registered or certified mail (air mail
if  overseas),  return  receipt  requested, or by telex, facsimile transmission,
telegram  or  similar  means  of communication.  Notices shall be deemed to have
been  received  on the date of personal delivery, telex, facsimile transmission,
telegram  or  similar  means  of  communication,  or  if  sent  by  certified or
registered  mail,  return  receipt requested, shall be deemed to be delivered on
the  third  business  day after the date of mailing.  The address of the Company
and  of  the  Holder  shall  be  as  set  forth  in  the Subscription Agreement.

     12.    CONSENT  TO  JURISDICTION AND SERVICE.  The Company consents to the
jurisdiction  of  any  court  of  the State of Florida, and of any federal court
located  in Florida, in any action or proceeding arising out of or in connection
with  this  Warrant.  The  Company  waives  personal  service  of  any  summons,
complaint  or other process in connection with any such action or proceeding and
agrees  that  service  thereof  may  be  made, by certified mail directed to the
Company  at  the location provided in Section 11 hereof, or, in the alternative,
in  any  other  form  or  manner permitted by law. Dade County, Florida shall be
proper  venue.

     13.    SUCCESSORS.  All the covenants and provisions of this Warrant shall
be  binding  upon  and inure to the benefit of the Company, the Holder and their
respective  legal  representatives,  successors  and  assigns.

     14.    ATTORNEYS  FEES.  In  the  event the Investors or any holder hereof
shall refer this Warrant to an attorney to enforce the terms hereof, the Company
agrees  to  pay  all  the costs and expenses incurred in attempting or effecting
collection  hereunder, including reasonable attorney's fees, whether or not suit
is  instituted.

     15.    GOVERNING  LAW.  THIS  WARRANT  SHALL  BE  GOVERNED,  CONSTRUED  AND
INTERPRETED UNDER THE LAWS OF THE STATE OF FLORIDA, WITHOUT GIVING EFFECT TO THE
RULES  GOVERNING  CONFLICTS  OF  LAW.


     IN  WITNESS  WHEREOF, the Company has caused this Warrant to be executed by
the  signature  of  its  President  and  its  seal  affixed  and attested by its
Secretary  and  to  be  delivered  in  Miami,  Florida.



Dated:  October  15,  2001                    E-Rex,  Inc.

                                              /s/ Carl E. Dilley
                                              __________________________________
                                              By:     Carl  E.  Dilley
                                              Its:    President


                        [FORM  OF  ELECTION  TO  PURCHASE]


     The  undersigned,  the  holder  of the attached Warrant, hereby irrevocably
elects  to  exercise  the purchase right represented by this Warrant Certificate
for,  and  to  purchase  securities of E-Rex, Inc. and herewith makes payment of
$______  therefor,  and  requests  that  the certificates for such securities be
issued  in  the name of, and delivered to _______________________, whose address
is  _________________________________________.




Dated:     ____________________,  20___     ____________________________________

                                            By:     ____________________________


                                        (Signature  must  conform  in  all
                                        respects  to name of holder as specified
                                        on  the face of the Warrant Certificate)



                                        ________________________________________
                                        (Insert  Social  Security  or  Other
                                        Identifying  Number  of  Holder)



Certificate  004



                                   EXHIBIT  A

THE  SECURITIES  REPRESENTED  BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE  SECURITIES  ACT  OF 1933, AS AMENDED ("THE ACT"), OR THE SECURITIES LAWS OF
ANY  STATE,  AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR
OTHERWISE DISPOSED OF EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE ACT AND ANY APPLICABLE STATE LAWS, (ii) TO THE EXTENT APPLICABLE, RULE
144 UNDER THE ACT (OR ANY SIMILAR RULE UNDER THE ACT RELATING TO THE DISPOSITION
OF  SECURITIES),  OR  (iii)  AN  OPINION  OF  COUNSEL,  IF SUCH OPINION SHALL BE
REASONABLY  SATISFACTORY  TO  COUNSEL  TO  THE  ISSUER,  THAT  AN EXEMPTION FROM
REGISTRATION  UNDER  THE  ACT  AND  APPLICABLE  STATE  LAW  IS  AVAILABLE.

                                   WARRANT

                                 E-Rex,  Inc.

           (Incorporated  under  the  laws  of  the  State  of  Nevada)


THIS  IS  TO  CERTIFY  that,  for value received, Kyle Kennedy (the "Holder") is
entitled, subject to the terms and conditions set forth herein, to purchase from
E-Rex, Inc. (the "Company") that number of shares of common stock of the Company
equal  to  the  Principal  Value  divided  by  the  Closing  Price (the "Warrant
Securities").  For  purposes hereof, the Principal Value shall be equal to Forty
Thousand  Dollars  ($40,000.00),  minus  any  amount  of  the  Principal  Value
previously  exercised.  For  purposes  hereof,  the Closing Price shall be sixty
five  percent  (65%)  of  the  average closing bid price on the ten trading days
immediately  before  the  date  of  exercise.

     1.     EXERCISABILITY. This Warrant may be exercised in whole or in part at
any  time,  or  from  time to time, between the date of January 1, 2002 and 5:00
p.m.  Pacific Time on April 1, 2002, by presentation and surrender hereof to the
Company  of  a  notice  of election to purchase duly executed and accompanied by
payment  by  check  or  wire  transfer of the applicable amount of the Principal
Value  then  exercised.

     2.     MANNER  OF  EXERCISE.  In  case of the purchase of less than all the
Warrant  Securities,  the  Company  shall cancel this Warrant upon the surrender
hereof and shall execute and deliver a new warrant of like tenor for the balance
of  the  Warrant Securities.  Upon the exercise of this Warrant, the issuance of
certificates  for securities, properties or rights underlying this Warrant shall
be  made  forthwith (and in any event within three (3) business days thereafter)
without  charge to the Holder including, without limitation, any tax that may be
payable  in respect of the issuance thereof: provided, however, that the Company
shall not be required to pay any tax in respect of income or capital gain of the
Holder.

     If  and  to  the extent this Warrant is exercised, in whole or in part, the
Holder  shall  be entitled to receive a certificate or certificates representing
the  Warrant  Securities  so  purchased,  upon presentation and surrender to the
Company  of  the form of election to purchase attached hereto duly executed, and
accompanied  by  payment  of  the  purchase  price.

     3.     NO REQUIREMENT TO EXERCISE.  Nothing contained in this Warrant shall
be  construed  as  requiring  the Holder to exercise this Warrant prior to or in
connection  with  the  effectiveness  of  a  registration  statement.

     4.     NO  STOCKHOLDER RIGHTS.  Unless and until this Warrant is exercised,
this  Warrant  shall not entitle the Holder hereof to any voting rights or other
rights as a stockholder of the Company, or to any other rights whatsoever except
the  rights  herein  expressed,  and, no dividends shall be payable or accrue in
respect  of  this  Warrant.

     5.     EXCHANGE.  This Warrant is exchangeable upon the surrender hereof by
the  Holder  to  the  Company for new warrants of like tenor representing in the
aggregate  the  right  to  purchase the number of Warrant Securities purchasable
hereunder,  each  of  such  new warrants to represent the right to purchase such
number of Warrant Securities as shall be designated by the Holder at the time of
such  surrender.

     Upon  receipt  by  the Company of evidence reasonably satisfactory to it of
the  loss,  theft,  destruction  or  mutilation of this Warrant, and, in case of
loss,  theft or destruction, of indemnity or security reasonably satisfactory to
it  and  reimbursement  to  the  company  of  all reasonable expenses incidental
thereto,  and  upon surrender and cancellation hereof, if mutilated, the Company
will  make  and  deliver a new warrant of like tenor and amount, in lieu hereof.

     6.     ELIMINATION  OF  FRACTIONAL  INTERESTS.  The  Company  shall  not be
required  to  issue  certificates  representing fractions of securities upon the
exercise of this Warrant, nor shall it be required to issue scrip or pay cash in
lieu  of  fractional interests.  All fractional interests shall be eliminated by
rounding  any  fraction up to the nearest whole number of securities, properties
or  rights  receivable  upon  exercise  of  this  Warrant.

     7.     RESERVATION  AND  LISTING  OF  SECURITIES.  The Company shall at all
times reserve and keep available out of its authorized shares of Common Stock or
other  securities,  solely for the purpose of issuance upon the exercise of this
Warrant,  such  number of shares of Common Stock or other securities, properties
or  rights as shall be issuable upon the exercise hereof.  The Company covenants
and  agrees  that,  upon  exercise  of this Warrant and payment of the Principal
Value,  all  shares  of  Common  Stock  and  other securities issuable upon such
exercise  shall  be  duly and validly issued, fully paid, non-assessable and not
subject  to  the  preemptive  rights  of  any  stockholder.

     8.     NOTICES  TO  HOLDER.  If at any time prior to the expiration of this
Warrant  or  its  exercise,  any  of  the  following  events  shall  occur:

     (a)  the  Company  shall  take  a record of the holders of any class of its
securities  for  the  purpose  of  entitling  them  to  receive  a  dividend  or
distribution  payable otherwise than in cash, or a cash dividend or distribution
payable  otherwise than out of current or retained earnings, as indicated by the
accounting  treatment  of  such  dividend  or  distribution  on the books of the
Company;  or

     (b)  the  Company  shall  offer  to  all  the  holders  of  a  class of its
securities  any  additional shares of capital stock of the Company or securities
convertible  into or exchangeable for shares of capital stock of the Company, or
any  option  or  warrant  to  subscribe  therefor;  or

     (c)  a dissolution, liquidation or winding up of the Company (other than in
connection with a consolidation or merger) or a sale of all or substantially all
of  its  property,  assets  and  business  as  an  entirety  shall  be proposed.

then,  in  any one or more said events, the Company shall give written notice of
such event to the Holder at least fifteen (15) days prior to the date fixed as a
record  date  or the date of closing the transfer books for the determination of
the  stockholder  entitled  to  such  dividend,  distribution,  convertible  or
exchangeable  securities  or  subscription  rights,  or entitled to vote on such
proposed  dissolution,  liquidation,  winding  up  or  sale.  Such  notice shall
specify  such record date or the date of closing the transfer books, as the case
may  be.

     9.     TRANSFERABILITY.  This  Warrant  shall  not  be  transferable by the
Holder.

     10.    INFORMATIONAL  REQUIREMENTS.  The  Company  will  transmit  to  the
Holder  such  information, documents and reports as are generally distributed to
stockholders  of  the Company concurrently with the distribution thereof to such
stockholders.

     11.    NOTICE.  Notices  to be given to the Company or the Holder shall be
deemed  to  have  been  sufficiently  given  if  delivered personally or sent by
overnight courier or messenger or sent by registered or certified mail (air mail
if  overseas),  return  receipt  requested, or by telex, facsimile transmission,
telegram  or  similar  means  of communication.  Notices shall be deemed to have
been  received  on the date of personal delivery, telex, facsimile transmission,
telegram  or  similar  means  of  communication,  or  if  sent  by  certified or
registered  mail,  return  receipt requested, shall be deemed to be delivered on
the  third  business  day after the date of mailing.  The address of the Company
and  of  the  Holder  shall  be  as  set  forth  in  the Subscription Agreement.

     12.    CONSENT  TO  JURISDICTION AND SERVICE.  The Company consents to the
jurisdiction  of  any  court  of  the State of Florida, and of any federal court
located  in Florida, in any action or proceeding arising out of or in connection
with  this  Warrant.  The  Company  waives  personal  service  of  any  summons,
complaint  or other process in connection with any such action or proceeding and
agrees  that  service  thereof  may  be  made, by certified mail directed to the
Company  at  the location provided in Section 11 hereof, or, in the alternative,
in  any  other  form  or  manner permitted by law. Dade County, Florida shall be
proper  venue.

     13.    SUCCESSORS.  All the covenants and provisions of this Warrant shall
be  binding  upon  and inure to the benefit of the Company, the Holder and their
respective  legal  representatives,  successors  and  assigns.

     14.    ATTORNEYS  FEES.  In  the  event the Investors or any holder hereof
shall refer this Warrant to an attorney to enforce the terms hereof, the Company
agrees  to  pay  all  the costs and expenses incurred in attempting or effecting
collection  hereunder, including reasonable attorney's fees, whether or not suit
is  instituted.

     15.    GOVERNING  LAW.  THIS  WARRANT  SHALL  BE  GOVERNED,  CONSTRUED  AND
INTERPRETED UNDER THE LAWS OF THE STATE OF FLORIDA, WITHOUT GIVING EFFECT TO THE
RULES  GOVERNING  CONFLICTS  OF  LAW.


     IN  WITNESS  WHEREOF, the Company has caused this Warrant to be executed by
the  signature  of  its  President  and  its  seal  affixed  and attested by its
Secretary  and  to  be  delivered  in  Miami,  Florida.



Dated:  October  15,  2001                    E-Rex,  Inc.

                                              /s/ Carl E. Dilley

                                              __________________________________
                                              By:     Carl  E.  Dilley
                                              Its:    President




                        [FORM  OF  ELECTION  TO  PURCHASE]


     The  undersigned,  the  holder  of the attached Warrant, hereby irrevocably
elects  to  exercise  the purchase right represented by this Warrant Certificate
for,  and  to  purchase  securities of E-Rex, Inc. and herewith makes payment of
$______  therefor,  and  requests  that  the certificates for such securities be
issued  in  the name of, and delivered to _______________________, whose address
is  _________________________________________.




Dated:     ____________________,  20___     ____________________________________

                                            By:     ____________________________


                                        (Signature  must  conform  in  all
                                        respects  to name of holder as specified
                                        on  the face of the Warrant Certificate)


                                        ________________________________________
                                        (Insert  Social  Security  or  Other
                                        Identifying  Number  of  Holder)